A guarantee is an undertaking by one person (the guarantor) to perform an obligation of another person (a borrower or other debtor), given in favour of the person to whom that obligation is owed (the beneficiary). A guarantee is what is known as a “secondary” obligation – this means that the guarantor is only liable if the borrower or debtor has failed to perform the “primary” obligation, which is the obligation of the borrower or debtor which has been guaranteed. In the context of a loan agreement, a guarantee is an undertaking from the guarantor to the lender that the borrower will perform the borrower’s obligations under the loan agreement, the most relevant obligation being to repay the loan and interest. If the borrower does not pay, the guarantor will perform the obligation itself and make the payment instead of the borrower.

Why are guarantees also given as indemnities?

Guarantees are almost always drafted both as a guarantee and as an indemnity. Unlike a guarantee, an indemnity is a “primary” obligation – it is an undertaking from one person (the guarantor) to pay the beneficiary if the beneficiary suffers loss as a consequence of a specified event. In the case of an indemnity which is part of a guarantee for a loan, the specified event is the non-payment of the loan or other breach of the loan agreement. As a primary obligation of the guarantor, the indemnity is independent of the obligations of the debtor or borrower. An indemnity should, unlike a guarantee, remain in effect should the underlying loan agreement or equivalent transaction be set aside or if the borrower is somehow discharged from its obligations under the loan agreement.

What are the formalities of a guarantee?

A guarantee must be in writing and signed by the guarantor (or the guarantor’s agent). It is usual also for a guarantee to be executed as a deed, to avoid an argument that it lacks contractual consideration.

When do I use this document? for the grant of both a put option and call option over shares in a private limited company so that both the buyer has an option to purchase the shares and the seller has an option to sell the shares What are the key features? 24 clauses over 16 pages grant of the put and call options, with related definitions of option shares, exercise conditions and exercise periods put option exercise and form of exercise notice call option exercise and form of exercise notice mechanics for sale and purchase of option shares warranties and undertakings from the seller What else do I need to know? The principal matters which the parties to a put and call option agreement will need to negotiate include: option shares: the number of option shares exercise conditions: whether either option exercise is subject to satisfaction of any pre-conditions exercise periods: the time periods during which the seller may exercise the put option and the buyer may exercise the call option exercise price: the price payable for the shares What other docs are available? For alternative option agreements over shares, see: Call Option Agreement – shares Put Option Agreement – shares

Deed of Guarantee: corporate guarantor

Name: Deed of Guarantee - corporate guarantor
SKU: FIN005.001
Price: 35.00 GBP
Availability: InStock

Guarantee from a company (as opposed to an individual) for a corporate borrower’s obligations under a loan agreement. The guarantee is in the form of a standalone Deed of Guarantee between the guarantor and the lender.

for a guarantee to be given by a company for the obligations of another company under a loan agreement
for a guarantee in the form of a standalone Deed of Guarantee
where both guarantor and borrower are incorporated in England and Wales

What are the key features?

14 clauses over 6 pages
standalone deed of guarantee
guarantee undertakings given by way of both guarantee and indemnity
standard creditor protections for the continuing effect of the guarantee

What other documents are available?

For a form of guarantee to be given by an individual (as opposed to a company), see

Guarantee: individual guarantor

For a guarantee clause to be included in a loan or other agreement, see

Guarantee: contract clause.

Description

When do I use this document?

for the grant of both a put option and call option over shares in a private limited company
so that both the buyer has an option to purchase the shares and the seller has an option to sell the shares

What are the key features?

24 clauses over 16 pages
grant of the put and call options, with related definitions of option shares, exercise conditions and exercise periods
put option exercise and form of exercise notice
call option exercise and form of exercise notice
mechanics for sale and purchase of option shares
warranties and undertakings from the seller

What else do I need to know?

The principal matters which the parties to a put and call option agreement will need to negotiate include:

option shares: the number of option shares
exercise conditions: whether either option exercise is subject to satisfaction of any pre-conditions
exercise periods: the time periods during which the seller may exercise the put option and the buyer may exercise the call option
exercise price: the price payable for the shares

What other docs are available?

For alternative option agreements over shares, see:

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

£35.00 exc VAT

Updated by a lawyer on 05/09/2024

Updated By a lawyer on 01/05/2023

Create your document in 3 Easy Steps

“I have worked in legal and business affairs for over 25 years and need access to a wide range of corporate and commercial legal precedents. Paperrock is a refreshing source of high-quality legal templates. Superb value for money.”

Amanda | Bannister Creative

“It’s hard to find legal documents on the internet you can really trust. Knowing an expert lawyer has drafted what I need, gives my business the edge and gives me peace of mind.”

Deed of Guarantee: corporate guarantor

When do I use this document?

What are the key features?

What other documents are available?

When do I use this document?

What are the key features?

What else do I need to know?

What other docs are available?

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Create your document in 3 Easy Steps

PaperRock offers affordable, legal document templates, written by experienced and expert lawyers, trusted by businesses across the UK and beyond. No hidden charges or trial sign-ups are required to complete your document.

“I have worked in legal and business affairs for over 25 years and need access to a wide range of corporate and commercial legal precedents. Paperrock is a refreshing source of high-quality legal templates. Superb value for money.”

Amanda | Bannister Creative

“It’s hard to find legal documents on the internet you can really trust. Knowing an expert lawyer has drafted what I need, gives my business the edge and gives me peace of mind.”

Elle, Founder | Winslow skincare & aesthetics.

“As an SME Paperrock saves us the legal fees we’ve previously had to spend. In these challenging times that's a big help. Great products and support.”

Giles, MD | Boniti Ltd.

Deed of Guarantee: corporate guarantor

When do I use this document?

What are the key features?

What other documents are available?

When do I use this document?

What are the key features?

What else do I need to know?

What other docs are available?

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Related Articles

Create your document in 3 Easy Steps

PaperRock offers affordable, legal document templates, written by experienced and expert lawyers, trusted by businesses across the UK and beyond. No hidden charges or trial sign-ups are required to complete your document.

“I have worked in legal and business affairs for over 25 years and need access to a wide range of corporate and commercial legal precedents. Paperrock is a refreshing source of high-quality legal templates. Superb value for money.”

Amanda | Bannister Creative

“It’s hard to find legal documents on the internet you can really trust. Knowing an expert lawyer has drafted what I need, gives my business the edge and gives me peace of mind.”

Elle, Founder | Winslow skincare & aesthetics.

“As an SME Paperrock saves us the legal fees we’ve previously had to spend. In these challenging times that's a big help. Great products and support.”

Giles, MD | Boniti Ltd.

Start typing and press enter to search