Shareholder loans after the 2026 amendment: what to put in writing now

A founder loan is the fastest way to put money into a company and the slowest thing to unwind when the shareholders stop agreeing. The 2026 amendment does not ban them; it changes what happens when the company runs out of money.

Put the terms on paper before the transfer

Interest, maturity, subordination and what happens on a share sale. Four lines in a written agreement, signed before the money moves. A transfer with a note in the accounts is not an agreement, and a court will read it as capital, not debt.

Subordination is the clause that decides the outcome

If the loan is not subordinated to third-party debt, an insolvency administrator can and will treat repayments made in the twelve months before insolvency as preferential. Founders who repaid themselves in good faith have had to pay the money back.

Say what happens on exit

A buyer will not close while a shareholder loan sits on the balance sheet without a repayment or waiver mechanism. Agree now whether the loan is repaid out of the purchase price or converted, and at what rate.

We draft founder loan packages as a fixed-fee item; ask for the price before we start.