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What is a Promissory Note?

A Promissory Note is a written commitment to pay a specific amount of money, either on demand or by a set date. In Singapore's commercial landscape, these notes serve as legally binding IOUs, commonly used in business loans, property transactions, and trade financing.

Under Singapore law, promissory notes must clearly state the payment amount, identify both parties, and include an unconditional promise to pay. Banks and financial institutions often require these instruments as security, while businesses use them to formalize payment arrangements. They're especially valuable because they can be transferred to other parties and enforced in court if the maker fails to pay.

When should you use a Promissory Note?

Use a Promissory Note when lending money or formalizing a debt arrangement in Singapore, especially for business loans or property transactions. This document becomes essential when you need clear, legally enforceable proof of a borrower's commitment to repay a specific amount.

The note works particularly well for installment payments, vendor financing, or securing business deals where immediate cash isn't available. Singapore courts recognize properly drafted Promissory Notes as strong evidence of debt, making them valuable for both lenders protecting their interests and borrowers seeking structured payment terms. They're also useful when transferring debt obligations to third parties or restructuring existing payment arrangements.

What are the different types of Promissory Note?

Who should typically use a Promissory Note?

  • Lenders: Banks, financial institutions, or private individuals who provide loans and use Promissory Notes to secure repayment rights
  • Borrowers: Businesses, individuals, or organizations who sign the note, committing to repay the specified amount
  • Legal Advisors: Lawyers who draft and review notes to ensure compliance with Singapore's lending laws and enforceability
  • Corporate Officers: Directors or authorized signatories who execute notes on behalf of their companies
  • Financial Intermediaries: Brokers or agents who facilitate transactions involving transferable notes
  • Guarantors: Third parties who provide additional security by guaranteeing payment if the primary borrower defaults

How do you write a Promissory Note?

  • Party Details: Gather full legal names, addresses, and registration numbers (for companies) of both lender and borrower
  • Loan Terms: Document the principal amount, interest rate, payment schedule, and maturity date
  • Security Details: Identify any collateral or guarantees securing the loan
  • Payment Method: Specify acceptable payment methods and where payments should be made
  • Default Provisions: Define what constitutes default and consequences
  • Signing Authority: Confirm who has authority to sign on behalf of each party
  • Witness Requirements: Arrange for independent witnesses as required under Singapore law

What should be included in a Promissory Note?

  • Promise to Pay: Clear, unconditional statement of the payment obligation
  • Parties: Full legal names and addresses of maker (borrower) and payee (lender)
  • Amount: Principal sum in both numbers and words to prevent ambiguity
  • Payment Terms: Due date, installment schedule, and interest rate details
  • Place of Payment: Specific location or method for making payments
  • Default Provisions: Consequences and remedies for missed payments
  • Governing Law: Statement that Singapore law applies
  • Signature Block: Space for maker's signature, date, and witness attestation

What's the difference between a Promissory Note and a Convertible Loan Note?

A Promissory Note differs significantly from a Convertible Loan Note in several key aspects, though both are debt instruments used in Singapore's financial landscape. While a Promissory Note represents a straightforward promise to repay a specific sum, a Convertible Loan Note offers more complex features, particularly in startup and investment contexts.

  • Conversion Rights: Convertible Loan Notes can be converted into equity shares, while Promissory Notes remain purely debt instruments
  • Investment Purpose: Convertible Notes are typically used for early-stage investing, while Promissory Notes serve general lending needs
  • Terms Complexity: Promissory Notes contain simpler repayment terms, whereas Convertible Notes include valuation caps, discount rates, and conversion triggers
  • Legal Structure: Promissory Notes follow basic contract law, while Convertible Notes must comply with additional securities regulations

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