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Access all documents on Capitalisation of interest

Capitalisation of interest meaning

What does Capitalisation of interest mean?
In lending practice, capitalisation of interest means accrued but unpaid interest is added to the outstanding principal so it becomes part of the debt and itself bears interest (a compounding or “rolled‑up” effect). This contrasts with cash interest, which the borrower pays periodically during the term. The concept is a descriptive contractual expression used across finance documents rather than a term defined by statute or a single line of case law. Its operation and timing are governed by the loan agreement (for example, in payment‑in‑kind (PIK) features, construction or pre‑operational periods, on default where unpaid interest is capitalised at set dates, or in restructurings). Key legal effects include: the capitalised amount increasing principal for future interest calculations, affecting amortisation, financial covenants, pricing, and recoveries under security and payment waterfalls. Lenders typically specify the intervals at which interest is capitalised and whether further compounding applies. Across England & Wales, Scotland, Northern Ireland and Ireland, usage is broadly consistent. Enforceability depends on clear contractual drafting and is subject to general controls (for example, penalty rule, unfair terms/consumer protection and regulatory requirements). Consumer credit and regulated mortgage regimes may restrict or prescribe capitalisation, so treatment should be checked for regulated lending.
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View the related Practice Notes about Capitalisation of interest

PRACTICE NOTES
EU tax law collection: principles, VAT, overpaid tax; UK retained/assimilated law post-Brexit; DAC/DAC6; European Q&A country guides

This page brings together Tax resources that deal with EU law matters. For broader guidance on EU law, consult EU structure, EU legislative process, EU judicial system, and EU rights and policies within the EU Law topic in the Public Law practice area. EU principles EU principles and tax—overview VAT—EU legal principles VAT and abuse of rights Overpaid tax—restitution Overpaid tax—interest and damages Interaction of EU law and direct tax [Archived] A history of EU law and CFC regimes [Archived] A history of EU law and thin capitalisation and transfer pricing regimes [Archived]...

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PRACTICE NOTES
Archived UK guidance on PR App 3 Annex III: minimum disclosure for share securities notes under former Prospectus Rules, with FCA/ESMA resources and relevance to the Prospectus Regulation Rules

Materials ARCHIVED: This Practice Note is no longer maintained and has been archived. Last revised in July 2019. From 21 July 2019, EU member states applied the Prospectus Regulation (EU) 2017/1129 in full, and the Prospectus Directive was revoked. It now determines when a prospectus must be published for public offers of securities in the UK, and for admissions to trading on a UK regulated market. To align the FCA Handbook with the Regulation, the FCA removed the Prospectus Rules in full and substituted them with the Prospectus Regulation Rules sourcebook. Further details are set out in Practice Note: The UK Prospectus Regulation—essentials [Archived] and The UK Prospectus Regulation—is a prospectus required? [Archived]. This note, together with other notes on the repealed Prospectus Rules, is kept for reference, as the commentary may continue to be relevant to equivalent provisions in the Prospectus Regulation Rules (PRR). This Resource Note gathers pertinent commentary, analysis and materials to aid interpretation of, and give practical guidance on applying, Annex III of Appendix 3...

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PRACTICE NOTES
Drafting interest and interest periods in LMA REF facility agreements post-LIBOR: SONIA/RFR mechanics, hedging, capitalisation, default interest, observation/lookback and market disruption

Banks and other financial institutions raise income by levying interest on the loans they extend. For lending to produce a return, the rate charged must at a minimum offset the lender’s own costs. See Practice Note: Introductory guide to interest in loan agreements—Cost of lending. In most syndicated facilities, many interest and interest period terms align with those used in real estate finance. This Practice Note highlights the interest and interest period mechanics that are particular to real estate finance (REF) deals. Where to start with drafting interest and interest period provisions in a real estate finance transaction These provisions for any given deal are ordinarily settled at term sheet stage before the facility agreement is drafted. It is therefore essential to review the term sheet’s terms before preparing the facility agreement. LMA real estate finance documentation The LMA includes clauses to address interest and interest period points within its real estate finance documentation, including its: single currency term facility agreement for real...

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View the related Precedents about Capitalisation of interest

PRECEDENTS
Companies Act 2006 Model Articles of Association for a Private Company Limited by Shares: directors and shareholders’ decision-making, share capital, transfers, dividends, meetings, administration, indemnity and insurance

Index to the articles Part 1: Interpretation and limitation of liability — defines the expressions used throughout and confirms members’ liability is limited to any unpaid amount on their shares Part 2: Directors — covers directors’ authority, shareholders’ reserve powers, delegation and committees; collective and unanimous decisions, meetings, participation, quorum, chairing, casting vote, conflicts, records and procedural rules; appointment and termination, remuneration and expenses Part 3: Shares and distributions — requires shares to be fully paid; permits varied classes and redemption; recognises only absolute ownership; sets out certificates, replacements, transfers and transmission; explains declaring and paying dividends, no interest, unclaimed sums, non-cash distributions, waivers, and capitalisation of profits Part 4: Decision-making by shareholders — provides for speaking and voting at general meetings, quorum, chairing, attendance by directors and others, and adjournment; voting on a show of hands or by poll, handling of errors, proxy content and delivery, and allowable amendments Part 5: Administrative arrangements — permitted means of communication, use of company seals,...

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PRECEDENTS
Model Articles of Association for a UK Public Company Limited by Shares (Companies Act 2006)

Index to the articles An overview of the company’s constitutional framework, setting out meanings of key terms, the extent of members’ liability, how directors exercise and delegate powers, procedures for board and member decisions, rules on share capital, dividends and other distributions, and ancillary provisions on communications, records, seals, and protections for directors... Part 1: Interpretation and limitation of liability – definitions and the limit of members’ liability. Part 2: Directors – general authority, members’ reserve power, delegation, committees, meetings, quorum, chairing, voting, casting votes, conflicts, written resolutions, further rules, appointment, rotation, termination, remuneration, expenses, and alternate directors. Part 3: Decision-making by members – calling, attendance and speaking, quorum, chairing, adjournment, voting, errors and disputes, polls, proxy content and delivery, amendments, restrictions, and class meetings. Part 4: Shares and distributions – classes and redemption, commissions, interests, certificates, uncertificated holdings, share warrants, liens and enforcement, calls and consequences, forfeiture and surrender, transfers and transmission, consolidation, declaring and calculating dividends, payment methods, deductions, no interest,...

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PRECEDENTS
Precedent articles of association for a UK-listed public company limited by shares (Companies Act 2006; FCA Listing Rules; Uncertificated Securities Regulations)

Part 1, interpretation and limitation of liability This Part defines key expressions used throughout the articles and sets out how they are to be read. Terms such as articles, auditors, bankruptcy (including comparable overseas proceedings), board, CA 2006, certificated/uncertificated, chair, clear days, company’s lien, director, Disclosure Rules, FCA, FSMA, fully paid/paid, Official List, register of members, relevant officer, relevant system, UK Listing Rules, UKLA and writing are given specific meanings for consistent application. The model articles under section 20 of CA 2006 do not apply. Unless context dictates otherwise, words or expressions not defined here take the meaning given in CA 2006, or if absent there, in the Uncertificated Securities Regulations, as in force when these articles first bind the company. References to legislation include subordinate legislation and any amendment, extension, consolidation, re‑enactment or replacement then in force. Singular includes plural and vice versa; masculine includes feminine and neuter; references to persons include corporations. Liability of members: each member’s liability...

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