Commercial Promissory Note for the United States

Commercial Promissory Note Template for United States

A Commercial Promissory Note is a legally binding financial instrument used in the United States that documents a promise to pay a specific sum of money under defined terms. It includes essential elements such as the principal amount, interest rate, payment schedule, and maturity date. The document is governed by the Uniform Commercial Code and relevant state laws, making it a negotiable instrument that can be transferred between parties.

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What is a Commercial Promissory Note?

A Commercial Promissory Note serves as a fundamental financial instrument in business transactions across the United States. It is commonly used when one party extends credit to another in a commercial context, providing a legally enforceable promise of repayment. The document specifies critical terms including the principal amount, interest rate, payment schedule, and consequences of default. Commercial Promissory Notes are particularly useful in business financing, vendor relationships, and commercial lending scenarios. They are governed by the Uniform Commercial Code and state-specific regulations, offering standardized enforcement mechanisms and negotiability features.

What sections should be included in a Commercial Promissory Note?

1. Date: Date of execution of the note

2. Parties: Identification of maker and payee with full legal names and addresses

3. Promise to Pay: Unconditional promise to pay specific amount with clear payment terms

4. Principal Amount: Clear statement of the principal sum in both numbers and words

5. Payment Terms: Schedule, frequency, and method of payments including place of payment

6. Interest Rate: Specified interest rate, calculation method, and compounding frequency

7. Maturity Date: Date when final payment is due and note matures

8. Default Provisions: Circumstances constituting default and consequences thereof

9. Governing Law: Statement of applicable jurisdiction and governing law

10. Signature Block: Space for signatures, dates, and notarization if required

What sections are optional to include in a Commercial Promissory Note?

1. Security Interest: Details of collateral if note is secured, including description and terms of security

2. Prepayment Terms: Conditions and penalties (if any) for early payment of the note

3. Late Payment Penalties: Specific consequences and fees for late payments

4. Assignment Rights: Terms and conditions for transferring or assigning the note to other parties

5. Acceleration Clause: Conditions under which the entire balance becomes immediately due

6. Waiver of Presentment: Waiver of formal presentment requirements for payment demands

What schedules should be included in a Commercial Promissory Note?

1. Payment Schedule: Detailed schedule showing all payment dates and amounts

2. Collateral Description: Detailed description and documentation of security interest if applicable

3. Amortization Table: Breakdown of principal and interest payments over the term of the note

4. UCC Filing Forms: Required UCC forms if the note is secured by collateral

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Document Type

Promissory Note

Sector

Banking

Cost

Free to use
Industries

Uniform Commercial Code (UCC): Primary governing framework for commercial transactions, particularly Article 3 (Negotiable Instruments) and Article 9 (Secured Transactions) if the note is secured

State-Specific Laws: Individual state variations of the UCC, state-specific commercial transaction requirements, and state usury laws governing maximum interest rates

Federal Laws: Including Truth in Lending Act, Federal Reserve regulations, and relevant Dodd-Frank Act provisions that may apply to the transaction

Statute of Limitations: State-specific time limits that determine the period within which legal action can be taken to enforce the promissory note

Basic Contract Law Requirements: Fundamental elements including consideration, capacity to contract, and clear terms and conditions that must be present for a valid contract

Securities Laws: Federal and state securities regulations that may apply if the note could be classified as a security

Principal Amount Requirements: Clear specification of the borrowed amount and any calculation methods

Interest Rate Provisions: Specific terms regarding interest calculation, rate, and compliance with usury laws

Payment Terms: Detailed schedule and methods of payment, including installment specifications if applicable

Default Provisions: Specific conditions constituting default and consequences thereof

Acceleration Clauses: Conditions under which the entire balance becomes immediately due and payable

Governing Law and Venue: Specification of applicable jurisdiction and venue for dispute resolution

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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