Also known as:long term debt · longterm debt · LTD · long-term liabilities
Written by attorneys · grounded in primary & secondary sources — see below
A liability on a claim for a specific sum of money due by agreement or otherwise after an extended period.
Sources & Authorities
How it applies
Common Examples
6
Corporate Name Compliance for Bond Issue
Lighthouse Shipping filed articles to issue bonds as long-term debt financing for fleet expansion. The secretary of state rejected the filing because the chosen name lacked any required corporate indicator. Lighthouse Shipping amended the name to include the word corporation and resubmitted the bond documents.
LLC Name for Debt Financing
Lakeshore Industries formed an LLC to secure long-term debt through a bank loan for warehouse construction. The filing office refused the name Lakeshore Industries because it omitted any limited liability company abbreviation. The organizers added LLC to the name and completed the loan closing.
Select any source to read its text and confirm it supports the definition.
Uniform Acts
Model Codes
Restatements
Dictionaries
Loyal Insurance sought to pledge real estate as collateral for a long-term debt bond issue. Its articles lacked a corporate indicator after a prior name change. The board adopted an amendment substituting the word incorporated and filed the updated articles to clear title for the lender.
Arbitration Clause in Debt Agreement
Luna Lang purchased bonds issued by Linden Bank as long-term debt. The bond indenture contained an arbitration clause for disputes over repayment. When default occurred, the court enforced the clause and referred the claim to arbitration rather than allowing class litigation.
AT&T Mobility LLC v. Concepcion131 S. Ct. 1740 (2011)
Forum Selection in Bond Contract
Leo Lynch bought cruise line bonds as long-term debt. The indenture included a forum selection clause designating Florida courts. After a payment dispute arose during a voyage, the court upheld the clause and transferred the case despite the bondholder's residence in another state.
Carnival Cruise Lines, Inc. v. Shute499 U.S. 585 (1991)
Jurisdiction Over Foreign Debt Issuer
Leah Lamb invested in long-term debt securities from a foreign manufacturer. The issuer had placed components in the forum state through a distributor. When default occurred, the court found insufficient contacts for personal jurisdiction and dismissed the action.
Asahi Metal Industry Co. v. Superior Court of Cal., Solano Cty.480 U.S. 102 (1987)
Common questions
Frequently Asked
3
What distinguishes long-term debt from other liabilities in financing contexts?+
Long-term debt consists of obligations due after an extended period, such as bonds used to finance real property acquisitions or business operations. The Black's definition of debt as a specific sum due by agreement applies directly, with the extended maturity creating the long-term classification.
Supporting sources
Can an entity with a defective corporate name issue valid long-term debt?+
A defective name prevents proper formation or amendment under the model statutes, which in turn blocks the entity's ability to pledge assets or issue bonds as long-term debt. The filing office rejection halts the transaction until the name complies.
Does a forum selection clause in a bond indenture control disputes over long-term debt repayment?+
Yes, courts enforce such clauses in debt instruments when the clause is reasonable, even if the holder resides elsewhere. The clause determines the forum for enforcement actions arising from default.
558 U.S. 310, 352 (2010)Business Associations
…office. If a corporation’s goal is to induce officeholders to do its bidding, the corporation would do well to cultivate stable, long-term relationships of dependency. So we do not have a solid theoretical basis for condemning §203 as a front for incumbent self-protection, and it seems equally if not more plausible that…
EvidenceHearsay and circumstances of its admissibility · Definition of hearsayUBEIntermediate