Promissory Notes - What, When, How & Sample Form

What:

A Promissory Note (also known as "note" or "negotiable instrument") is a written statement  that evidences that money is owed to you by the author (also known as "maker") of the statement.  You can transfer the note to other people who can then demand payment from the person or entity that owed money to you originally.  Your attorney might say  that  the note is "negotiable."  Another benefit of a note:  You can enforce the note in court without further evidence of the underlying reason why money was owed to you in the first place.  You also don't have to worry that the debtor will raise issues in court based on the underlying transaction, since the court won't consider any of those issues.

If you want to look up the code that governs promissory notes in New York look here:
Article 3 New York Uniform Commercial Code.

When:

Promissory notes are often given ("issued") in the context of loans or other financings.  For example, when you buy a business, the seller may finance the purchase price for you by letting you pay in installments.  At the closing of the business sale, the seller will most likely demand a promissory note from you covering the outstanding amount of the purchase price of the business.

How:

You need:

• Something in writing from the debtor.
• The writing must be signed by the debtor.  "Signed by the debtor" includes methods other than original signatures, such as email signatures, symbols and so forth as long as the debtor had the intention of signing the writing (see Section  1-201(39) New York Uniform Commercial Code).
• The writing must state that your debtor unconditionally promises to pay to you a certain amount of money at a certain time or upon demand by you.  Other than the promise to pay, there are very few other obligations by the debtor allowed in a promissory note.  If your debtor insists on inserting provisions beyond the  promise to pay into the promissory note, be sure to consult with your attorney.
• Even though a promissory note is considered a contract, it does not require the signature of the creditor in order to be enforceable.

Here is a sample of a promissory note.  This is just one example and it may not be right for your situation. 

If you need help with promissory notes, contact a licensed small business attorney in your area.

P.s.

Kables over at Flickr took an enchanting picture of notes in Minneapolis (see above).  Completely unrelated to promissory notes in the New York Small Business law context, though.

Comments

[Sample Forms]

This is really very good. The way you presented it is amazing. great job keep going.

[Fortune Ezeoha]

Very nice post, far much better than most that I have read. I like the way you mentioned the facts of the matter and the sequence that you followed because that is where it all is.

[Jae]

I received a judgement on a promissory note in my favor (lender). But, defendant refuses to pay...how can I collect my money?

[John Langley]

I have a music production company and recently registered an LLC but I think I want to change it to a regular INC. how can a change the status of my company. I have not yet ublished my LLC in any papers, but I have opened a bank account