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Scottish Banking & Commercial Finance

Commercial Financial & Banking Advisory

Robust Financial Architecture for Commercial Enterprises

Securing institutional debt, structuring venture funding, or executing corporate refinancing requires sophisticated legal drafting to protect company assets and shareholder value. Under Scots commercial law, security instruments (such as Floating Charges and Standard Securities) have unique creation, ranking, and registration rules.

At Torquil Macleod & Co, our corporate finance and banking solicitors in Inverness and Glasgow advise borrowers, corporate developers, mezzanine funds, and institutional lenders.

We draft and negotiate senior loan facilities, floating charges over company undertakings, intercreditor and ranking deeds, personal guarantee caps, and asset refinance agreements.

Securing Commercial Loan Facilities & Floating Charges

Banking & Security Legal Counsel

When institutional lenders advance development or commercial mortgage funding, they require Scottish legal counsel to issue Certificates of Title and perfect Floating Charges and Standard Securities. We represent corporate borrowers, negotiating balanced covenants and limiting parent company guarantee exposure.

Consult Banking Solicitor

Key Areas of Practice & Representation

Senior Debt & Loan Facility Agreements

Negotiating bilateral and syndicated loan facilities, revolving credit lines, and term loans with UK lenders.

  • LMA (Loan Market Association) standard facility documentation
  • Financial covenants: interest cover, debt service cover ratio (DSCR), and leverage
  • Conditions Precedent (CP) satisfaction and corporate legal opinions
  • Events of Default and grace period negotiations

Scottish Security Instruments & Floating Charges

Drafting and perfecting security over heritable and moveable corporate assets.

  • Floating Charges over the whole property and undertaking of Scottish companies
  • Standard Securities over commercial land, offices, and industrial units
  • Assignations of commercial rent, insurance policies, and construction contracts
  • Dual registration at Companies House and Registers of Scotland

Equity Financing & Venture Capital

Structuring equity investments, convertible loan notes, and angel syndications.

  • Seed Enterprise Investment Scheme (SEIS) & EIS compliance
  • Convertible Loan Notes (CLNs) and Advanced Subscription Agreements (ASAs)
  • Investor rights agreements, information covenants, and board observer seats
  • Anti-dilution protections and liquidation preference waterfalls

Corporate Restructuring & Debt Workouts

Advising solvent and distressed companies on restructuring balance sheets and debt obligations.

  • Refinancing existing senior bank facilities and debt consolidation
  • Intercreditor deeds and subordination agreements between lenders
  • Director fiduciary advice during financial distress to avoid wrongful trading
  • Company Voluntary Arrangements (CVAs) and solvent schemes of arrangement

The Banking & Finance Completion Process

1

1. Facility Term Sheet Review

Negotiating key commercial covenants, pricing grid, security package, and upfront fees.

2

2. Security Documentation Drafting

Drafting Floating Charges, Standard Securities, and Director Personal Guarantees.

3

3. Conditions Precedent (CP) Verification

Satisfying lender legal due diligence, title certificates, and board approvals.

4

4. Drawdown & Dual Registration

Funds release, perfecting charges at Companies House (within 21 days) and RoS.

Scottish Security Instruments for Corporate Borrowers

Statutory overview and comparative framework under Scots Law

Security Instrument Assets Covered Registration Requirement Enforcement Method
Standard Security Heritable (Real) Property & Land in Scotland Land Register of Scotland Calling-Up Notice & power of sale
Floating Charge All moveable & fluctuating company assets (stock, cash, debts) Companies House (within 21 days) Appointment of Administrator / Receiver
Assignation in Security Intangible rights (commercial leases, contracts, insurance) Intimation to debtor/contract counterparty Direct collection of contract revenue
Personal Guarantee Personal assets of director/shareholder Signing before independent solicitor Direct court decree against guarantor

Strict 21-Day Registration Rule at Companies House (Section 859A)

Under the Companies Act 2006, all corporate charges and security instruments created by a Scottish company must be delivered to Companies House within exactly 21 days of execution. Failure to register within 21 days renders the security void against liquidators and creditors.

Immediate Perfection

Our banking team executes electronic filings on the day of completion to ensure priority.

Court Rectification

If a charge is inadvertently unregistered, we petition the Sheriff Court for late registration relief.

Frequently Asked Questions

What is a Floating Charge in Scotland?

A security created by an incorporated company over fluctuating assets (like stock, debtors, and machinery) that "floats" until a default event occurs, at which point it crystallizes over specific assets.

Why do lenders require an independent legal advice certificate for personal guarantees?

To prevent directors or spouses claiming undue influence or misrepresentation, lenders require an independent solicitor to explain the severe personal liabilities of signing a guarantee.

What is an Intercreditor Deed?

A binding contract between multiple lenders (e.g. senior bank and junior mezzanine fund) establishing who gets repaid first in the event of default.

What is a Calling-Up Notice in Scottish property security?

The formal statutory notice served by a mortgage lender requiring the borrower to repay the loan within 2 months, failing which the lender can repossess and sell the property.

Transparent Fees & Retainer Options

We offer fixed fees for reviewing facility agreements, drafting security documentation, and rendering corporate legal opinions.

Instructing Partner

Robins Simon

Associates Partner

Direct partner supervision on all Scottish matters across our Inverness and Glasgow offices.

Schedule Call with Partner