Nota Promissória Pro Soluto Template for Brasil

A Nota Promissória Pro Soluto is a specialized promissory note that establishes a definitive credit transfer under Brazilian commercial law. When you use this instrument, you create an unconditional payment obligation where the original creditor transfers their rights definitively, without maintaining guarantees about the debtor's ability to pay. This legal structure is governed by Decreto nº 2.044/1908 and follows international standards established by the Geneva Convention of 1930.

When do you need this document?

You need a Nota Promissória Pro Soluto when settling commercial debts definitively, restructuring payment obligations, or transferring credit rights without maintaining recourse guarantees. Financial institutions commonly use this instrument for debt portfolio sales, while businesses employ it for final settlements of commercial disputes. The pro soluto structure is essential when parties want to eliminate ongoing guarantee obligations and establish clear, definitive payment terms. This document is particularly valuable in factoring operations where the factor assumes complete credit risk.

Key legal considerations

Your Nota Promissória Pro Soluto must include specific mandatory elements to maintain legal validity under Brazilian law. The document requires complete party identification, including CPF or CNPJ numbers, precise monetary amounts written in both numbers and words, and clear payment terms. The "pro soluto" clause explicitly eliminates recourse rights against the transferor, making the credit transfer definitive. You must ensure proper dating and location information, as these elements affect the note's enforceability. The instrument creates an executive title under the Civil Procedure Code, enabling direct judicial enforcement without prior legal proceedings. Consider interest rate limitations under Brazilian usury laws and ensure compliance with Central Bank regulations for financial operations.

Legal requirements in Brasil

Brazilian law requires your Nota Promissória Pro Soluto to comply with Decreto nº 2.044/1908 and supplementary provisions in the Civil Code. The document must contain the exact phrase "nota promissória" and specify the pro soluto nature of the credit transfer. Payment location must be clearly indicated, typically the creditor's domicile or a specified banking institution. The note requires proper signature by the issuer (emitente) and should include witness signatures when dealing with significant amounts. Electronic versions must comply with MP 2.200-2/2001 regarding digital certificates and electronic signatures. Registration with the Central Bank may be required for certain commercial operations exceeding specified thresholds. The document must respect maximum interest rates established by the National Monetary Council and include appropriate tax considerations under applicable federal and state legislation.