Guarantee: individual guarantor

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This Guarantee is for an individual to guarantee the obligations under a loan agreement of another company.  It is suitable where the borrower is a company incorporated in England and Wales.


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Frequently Bought Together

Individual guarantor: independent legal advice letter

This document is the form of letter of advice to be given by a solicitor confirming that it has given independent legal advice to an individual guarantor who is proposing to enter into a guarantee of a corporate borrower’s obligations under a loan agreement. 


Guarantee: contract clause

This document is the clause wording for a contract to be included where a corporate guarantor will guarantee the obligations of one party to another party to the contract.  It is suitable where the guarantor and the guaranteed party are both companies incorporated in England and Wales.


Facility Agreement: unsecured

This facility agreement is for an unsecured loan facility of to a maximum fixed amount to a corporate borrower.  It is suitable for a borrower which is incorporated in England and Wales.


Guarantee: individual guarantor

Guarantee to be given by an individual to a lender in respect of a corporate borrower’s obligations under a loan agreement


A lender may require that a corporate borrower’s obligations are guaranteed by another person, a guarantor.  The guarantor could be: 

  • another company, including the borrower’s parent company, a subsidiary of the borrower or subsidiary of the borrower’s parent company
  • an individual, including one of the company’s directors or shareholders

What is a guarantee?

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.

Does an individual require independent legal advice before giving a personal guarantee for an individual guarantor?

To avoid the possibility of a guarantee given by an individual being potentially set aside by reason of the guarantee having been given under duress or having been procured by undue influence.

A lender may require the individual guarantor to seek independent legal advice before entering into the guarantee. 

This is particularly the case if the individual guarantor is the husband or wife of a shareholder of the corporate borrower.  

About this Guarantee: individual guarantor

This Guarantee is for an individual to guarantee the obligations under a loan agreement of another company.  It is suitable where the borrower is a company incorporated in England and Wales.

Document features

  • 13 clauses over 6 pages
  • In the form of a Deed
  • Warning notice that the guarantor should take independent legal advice before signing the guarantee
  • Guarantee undertakings are given by way of both guarantee and indemnity
  • Amount guaranteed to be limited to specified monetary amount
  • Usual creditor protections for the continuing effect of the guarantee

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