Trade Credit
Guidance on the
execution of the parent company guarantee
November 2016 | Guarantee
TOKIO MARINE HCC | TRADE CREDIT – GUARANTEE GUIDANCE
We have requested that you procure a Parent Company Guarantee in the form annexed as Annexure 1
guaranteeing your payment obligations to us in respect of goods and/or services provided by us to you. In the
Parent Company Guarantee we are referred to as “Seller”. You are referred to as “Buyer”.
THIS IS AN IMPORTANT DOCUMENT. THE GUARANTOR SHOULD TAKE INDEPENDENT LEGAL
ADVICE BEFORE SIGNING AND SIGN ONLY IF THE GUARANTOR WANTS TO BE LEGALLY BOUND.
What we require:
A
Execution and Delivery of the Parent Company Guarantee
The Parent Company Guarantee takes the form of a Deed rather than a simple contract. In order to constitute a legally
effective Deed, the Parent Company Guarantee must be ‘executed’ and ‘delivered’.
Execution
If the Guarantor is an company incorporated in England, it can execute the Deed in one of the following ways:
a)
signature by two of the directors; or
b)
signature by a director and a company secretary; or
c)
signature by a director in the presence of a witness (who must also sign); or
d)
under the common seal of the Guarantor.
Delivery
Once signed and witnessed, the Deed must then be ‘delivered’ in order to be legally effective.
The Parent Company Guarantee includes wording which provides that the Deed is delivered and takes effect on the date
that is inserted at the beginning of the document.
B
Director’s Certificate
Please provide a Director’s Certificate in the form of Annexure 2. The certificate should be issued on headed notepaper
and shall be signed by a Director of the Company.
NOTE: If a Guarantor is incorporated in any jurisdiction other than England, we will require a full legal opinion from a law
firm of our choice in the relevant jurisdiction confirming, among other things:
a)
the valid existence of the Guarantor;
b)
its capacity to provide the Parent Company Guarantee; and
c)
the authority of the signatories to execute it.
Documentation equivalent to that listed above should be annexed and referred to in the legal opinion.
TOKIO MARINE HCC | TRADE CREDIT – GUARANTEE GUIDANCE
PRACTICALITIES/LOGISTICS FOR EXECUTING AND DELIVERING THE DEED:
•
Please arrange for the Parent Company Guarantee in the agreed form to be executed but left undated.
•
Please send it to us together with the Director’s Certificate and all documentation to be provided in that Certificate to the
following address:
[Insert address]
Marked for the attention of:
•
Upon receipt we will sign and date the Parent Company Guarantee and return a photocopy or PDF to you for your
records.
Customer Relations
Tel +44 (0)1664 424000
[email protected]
tmhcc.com
Member of the Association of British Insurers
Tokio Marine HCC is a trading name of HCC International Insurance Company plc, which is a member of the Tokio Marine HCC
Group of Companies. HCC International Insurance Company plc is authorised by the Prudential Regulation Authority (PRA) and
regulated by the UK Financial Conduct Authority (FCA) and Prudential Regulation Authority. Registered in England and Wales No.
01575839 with registered office at 1 Aldgate, London EC3N 1RE | tmhcc.com