Finance & Law

Loan Agreement Essentials: Protect Yourself When Lending or Borrowing

February 12, 2026 • 8 min read

"I lent ₹5 lakhs to my friend. He promised to return it in 6 months. It's been 2 years." This is one of the most common legal complaints in India. Whether it's a personal loan between friends, a business advance, or a startup investment disguised as a loan, without a proper loan agreement, you have almost no legal recourse.

Why You Need a Written Loan Agreement

Under the Indian Contract Act 1872, a verbal agreement is technically valid. But proving the terms of a verbal loan in court is nearly impossible. A written loan agreement provides:

✅ Clear evidence of the loan and its terms
✅ Legal basis for recovery if the borrower defaults
✅ Protection for both lender and borrower
✅ Tax compliance (interest income must be declared)
✅ Admissibility as evidence in court (when properly stamped)

8 Essential Clauses in a Loan Agreement

💰 1. Principal Amount

The exact amount being lent, in both numbers and words. Specify the currency (INR) and the mode of disbursement (bank transfer recommended for audit trail).

💰 2. Interest Rate

Fixed vs floating rate. For private loans, specify annual rate (e.g., 12% per annum). Note: under the Usurious Loans Act 1918, courts can reopen loans with excessively high interest rates. Bank/NBFC rates are regulated by RBI.

💰 3. Repayment Schedule

EMI amount, frequency (monthly/quarterly), start date, and end date. Include an amortization schedule if possible. Specify whether payments are auto-debit or manual.

💰 4. Prepayment Terms

Can the borrower repay early? Most personal loans should allow prepayment without penalty. For business loans, prepayment penalties of 2-4% of outstanding amount are common.

💰 5. Default & Late Payment

Define what constitutes default (e.g., missing 2 consecutive payments). Specify late payment charges (typically 1-2% per month on overdue amount). Include acceleration clause: if borrower defaults, entire outstanding becomes due immediately.

💰 6. Security / Collateral

For secured loans: describe the collateral (property, FDs, shares), valuation, and what happens upon default (right to sell collateral). For unsecured loans: consider requiring a personal guarantee from a third party.

💰 7. Purpose of Loan

Specify why the loan is being taken (business expansion, property purchase, medical emergency). This is important for tax purposes and to prevent misuse of funds.

💰 8. Dispute Resolution & Governing Law

Arbitration or court jurisdiction. For personal loans, the jurisdiction should be the lender's city. Include governing law (Indian law) explicitly.

Loan Agreement vs Promissory Note

Many people confuse these, they serve different purposes:

Promissory Note: A one-sided promise by the borrower to repay. Simpler document. Governed by the Negotiable Instruments Act 1881. Cannot be executed electronically.
Loan Agreement: A two-sided contract between lender and borrower with detailed terms. More comprehensive and protective. Can include collateral, conditions, and remedies.

Best practice: Use a loan agreement for loans above ₹1 lakh. For smaller amounts, a promissory note on stamp paper may suffice.

Stamp Duty on Loan Agreements

Loan agreements require stamping to be admissible in court. Typical rates:

Maharashtra: 0.1% of loan amount (min ₹100)
Delhi: ₹100 fixed for loans under ₹10 lakhs
Karnataka: 0.5% of loan amount
Tamil Nadu: 0.4% of loan amount

Always check your state's specific rates. Use e-stamping for convenience and authenticity.

Tax Implications

For the lender: Interest earned is taxable as "Income from Other Sources." TDS applies if interest exceeds ₹5,000/year from an individual.
For the borrower: Principal repayment is not taxable. Interest paid on business loans is deductible as a business expense.
Gift tax consideration: Interest-free loans above ₹50,000 to non-relatives may be treated as gifts under Section 56(2).

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Key Takeaways

✅ Always document loans in writing , verbal agreements are nearly unenforceable
✅ Include interest rate, repayment schedule, and default consequences
✅ Stamp the agreement according to your state's requirements
✅ Transfer funds via bank for an audit trail , never cash
✅ Declare interest income for tax compliance
✅ For large loans, secure collateral or a personal guarantee

Frequently Asked Questions

Is a loan agreement legally required in India?

While verbal agreements are technically valid under the Indian Contract Act, they are nearly impossible to enforce in court. A written loan agreement is essential for legal enforceability, especially for proving the terms of repayment, interest rate, and timeline in case of default.

What is the difference between a promissory note and a loan agreement?

A promissory note is a one-sided promise by the borrower to repay, governed by the Negotiable Instruments Act 1881. A loan agreement is a comprehensive two-sided contract covering all terms including interest, collateral, default, and remedies. For loans above Rs 1 lakh, a full loan agreement is recommended.

What is the maximum interest rate allowed on personal loans in India?

There is no statutory cap on interest rates for private loans in India. However, courts have struck down unconscionable rates under Section 16 of the Indian Contract Act (undue influence). RBI regulates interest rates for NBFCs and banks. For private loans, rates above 24-36% per annum may be challenged in court.

Do I need to pay stamp duty on a loan agreement?

Yes. Loan agreements require stamp duty of 0.1-0.5% of the loan amount, depending on the state. Unstamped loan agreements are not admissible as evidence in court, making it critical to properly stamp the document.