Promissory Note For Stock Purchase for the United States

Promissory Note For Stock Purchase Template for United States

A Promissory Note For Stock Purchase is a legally binding document used in the United States that combines elements of a traditional promissory note with a stock purchase agreement. It documents a buyer's promise to pay for company shares over time, typically with interest, while setting forth the terms of the stock acquisition. The document is governed by both federal and state securities laws, as well as the Uniform Commercial Code.

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What is a Promissory Note For Stock Purchase?

A Promissory Note For Stock Purchase is commonly used when a buyer wishes to purchase company stock but needs to defer payment over time. This instrument, governed by U.S. federal and state securities laws, provides a structured way to document both the debt obligation and the stock transfer terms. The document typically includes payment schedules, interest rates, stock details, and any security arrangements. It's particularly useful in closely-held companies, employee stock purchase programs, or when facilitating internal ownership transfers.

What sections should be included in a Promissory Note For Stock Purchase?

1. Parties: Identification of the maker (borrower) and payee (lender) of the promissory note

2. Background: Context of the stock purchase and reason for the promissory note

3. Definitions: Key terms used throughout the document including 'Principal Amount', 'Interest Rate', 'Maturity Date', etc.

4. Promise to Pay: Clear statement of the promise to pay, including principal amount and payment terms

5. Interest Rate and Calculation: Specification of interest rate, calculation method, and payment frequency

6. Payment Terms: Details of payment schedule, method of payment, and application of payments

7. Stock Details: Description of shares being purchased, including class, number, and price per share

8. Maturity Date: Specification of when the full amount must be paid

9. Events of Default: Circumstances that constitute default under the note

10. Remedies: Rights and remedies available to the payee in case of default

11. Governing Law: Specification of which state's laws govern the note

What sections are optional to include in a Promissory Note For Stock Purchase?

1. Security Interest: Terms relating to any collateral securing the note

2. Acceleration Clause: Conditions under which the full payment becomes immediately due

3. Prepayment Provisions: Terms governing early payment of the note, including any penalties or restrictions

4. Transfer Restrictions: Any limitations on the transfer or assignment of the note or underlying shares

5. Representations and Warranties: Statements of fact and guarantees by the maker regarding their ability to pay and authority to purchase shares

What schedules should be included in a Promissory Note For Stock Purchase?

1. Schedule A - Payment Schedule: Detailed amortization schedule showing payment dates and amounts

2. Schedule B - Stock Certificate Details: Copy or details of the stock certificate(s) being purchased

3. Schedule C - Corporate Authorization: Corporate resolution or other authorization for the stock sale

4. Schedule D - Securities Compliance Documentation: Required securities law compliance documentation and disclosures

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

Federal Securities Laws: Primary federal regulations including Securities Act of 1933, Securities Exchange Act of 1934, SEC regulations regarding stock issuance and transfer, and Regulation D for private offerings

Blue Sky Laws: State-specific securities laws covering state registration requirements, disclosure requirements, and specific regulations for stock sales within each state

Uniform Commercial Code: Particularly Articles 3 (Negotiable Instruments), 8 (Investment Securities), and 9 (Secured Transactions) which govern commercial transactions and securities

Corporate Laws: State-specific corporation laws, company bylaws, articles of incorporation, and shareholder agreement provisions that affect stock issuance and transfer

Tax Regulations: Internal Revenue Code provisions, tax implications of stock-based transactions, and treatment of interest income in stock purchase arrangements

Consumer Protection Laws: Including Truth in Lending Act and state usury laws regarding interest rates that may apply to the promissory note

Contract Law: State-specific contract formation requirements, consideration requirements, and enforcement provisions that govern the validity of the promissory note

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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