When to use this template
Use it for business loans: a shareholder funding their own company, a company lending to a shareholder or a sister company, or a loan to a business partner. These are exactly the loans that tend to be granted on a handshake or a two-line email, because the parties trust each other on the day the money moves.
The template is not designed for consumer credit. Loans to private individuals for private purposes can fall under consumer credit legislation, which imposes its own form and content requirements; if that is your situation, this document is the wrong starting point.
Why paper a friendly loan
A loan is a contract like any other: under Art. 312 CO the lender transfers ownership of a sum of money and the borrower owes the same sum back. No written form is required, and that is precisely the trap. When repayment stalls years later, the lender is left proving what was agreed, and whether the transfer was a loan at all rather than a gift or a capital contribution.
A signed agreement stating the amount owed also buys you a procedural shortcut. In debt enforcement it serves as an acknowledgement of debt, which lets the lender obtain provisional release of the debtor's objection under Art. 82 DEBA in a fast summary procedure instead of suing on the merits first. That single practical advantage is reason enough to paper even the friendliest loan.
The clauses, one by one
Principal and disbursement
The document states the amount and how it is paid out. Disburse by bank transfer, not in cash: the contract proves the promise, the bank record proves the money actually flowed, and you will want both.
Purpose
The purpose clause is optional. It earns its place where the lender cares what the money is used for, because misuse then becomes a ground to call the loan.
Interest
Between the parties, interest is owed only if the contract says so, so say so expressly, including the rate and the payment dates. There is a second audience for this clause: for loans to or from shareholders and other related parties, the tax authorities publish safe-harbour interest rates each year. A rate outside the published range risks being recharacterised as a hidden profit distribution or a hidden capital contribution. Check the current circular before you fill in the placeholder.
Term and repayment
Pick one of the two options: a fixed maturity date, or an open-ended loan either party can terminate on notice. If you agree neither, the statutory framework of Art. 318 CO fills the gap and the lender can demand repayment within a short statutory period. That default suits nobody who planned around the money, so state your own term.
Early repayment
The borrower may repay early, with accrued interest and without penalty. If the lender is counting on the interest income, adjust this clause rather than discovering the disagreement later.
Security
Security is what separates recovering your money from writing it off, because an unsecured lender queues with every other creditor. The optional clause anchors a guarantee, a pledge or an assignment of claims, documented separately. Guarantees in particular carry strict statutory form requirements, so have the security package checked before you rely on it.
Default and acceleration
If the borrower misses a payment, default follows the framework of Art. 102 CO: a reminder puts the borrower in default unless a fixed due date already does. The lender then sets a final deadline and, once it lapses, may accelerate the whole loan, mirroring the mechanism of Art. 107 CO. Acceleration turns one missed instalment into a claim for the full balance, which is the leverage that makes the clause matter.
Subordination
The optional subordination clause exists for shareholder loans. When a company becomes overindebted, Art. 725b CO requires the board to notify the court unless creditors subordinate claims to the extent of the shortfall. A properly drafted subordination can therefore keep the company out of bankruptcy proceedings. It also parks the lender's claim behind every other creditor, which is why lenders should not sign one casually and why banks resist signing them at all. Take advice before the clause leaves the optional bracket.
Assignment, form and forum
Claims are transferable by default, so the assignment clause requires consent before either side swaps in a new counterparty. The final provisions keep amendments in writing and fix Swiss law and a forum, which matters most when the borrower sits abroad.