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What is a Promissory Note?

A Promissory Note is a signed document where one party makes a firm commitment to pay a specific amount of money to another party, either on demand or by a set date. It's commonly used in Canadian business and personal lending, acting like a formal IOU with legal teeth.

These notes must include clear payment terms, interest rates (if any), and the names of both the person promising to pay (the maker) and the person receiving payment (the payee). Under Canadian law, promissory notes are negotiable instruments, meaning they can be transferred to other parties while maintaining their enforceability - similar to how you might endorse a cheque.

When should you use a Promissory Note?

Use a Promissory Note when lending money in situations where you need a formal record of the debt and clear repayment terms. These notes are especially valuable for business loans between Canadian companies, private lending arrangements, or when selling property with payment installments.

The note becomes essential when dealing with substantial amounts, long repayment periods, or complex interest arrangements. It provides stronger legal protection than a handshake deal or simple IOU, making it easier to enforce payment through Canadian courts if needed. Many businesses also use promissory notes to document shareholder loans or to structure vendor financing agreements.

What are the different types of Promissory Note?

Who should typically use a Promissory Note?

  • Lenders: Banks, credit unions, private businesses, or individuals who provide the funds and hold the right to collect payment
  • Borrowers: Individuals, businesses, or organizations who receive the money and commit to repayment terms
  • Legal Professionals: Lawyers and paralegals who draft and review the notes to ensure enforceability under Canadian law
  • Financial Advisors: Help structure payment terms and assess financial implications for both parties
  • Guarantors: Third parties who agree to pay the debt if the borrower defaults, adding security to the arrangement
  • Collection Agents: Professionals who may become involved to enforce payment terms if the borrower fails to pay

How do you write a Promissory Note?

  • Basic Details: Gather full legal names, addresses, and contact information for all parties involved
  • Loan Terms: Determine the exact amount, interest rate, and payment schedule (dates, amounts, frequency)
  • Security Details: Decide if collateral will be used and document its full description
  • Default Provisions: Outline consequences for missed payments, including any acceleration clauses
  • Signing Requirements: Arrange for witnesses or notarization if needed under provincial laws
  • Document Generation: Use our platform to create a legally sound note that includes all required elements
  • Final Review: Double-check all numbers, dates, and personal information before signing

What should be included in a Promissory Note?

  • Promise to Pay: Clear statement of the debt obligation and unconditional promise to repay
  • Party Details: Full legal names and addresses of both lender and borrower
  • Payment Terms: Specific amount, currency, interest rate, and payment schedule
  • Due Date: Clear timeline for repayment or payment schedule details
  • Execution Details: Date of signing, signatures of all parties, and witness signatures if required
  • Default Terms: Consequences and procedures for late or missed payments
  • Governing Law: Statement that Canadian law and specific provincial jurisdiction applies
  • Assignment Rights: Terms for transferring the note to other parties

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

A Promissory Note differs significantly from a Convertible Loan Note, though both are debt instruments used in Canadian business. While a Promissory Note represents a straightforward promise to repay a specific amount of money, a Convertible Loan Note includes the additional option to convert the debt into equity shares under certain conditions.

  • Purpose: Promissory Notes focus purely on debt repayment, while Convertible Loan Notes are often used by startups to attract early investors with flexible terms
  • Complexity: Promissory Notes are typically simpler, focusing on amount, interest, and payment terms. Convertible Notes include additional provisions for conversion ratios, trigger events, and equity calculations
  • Risk Profile: Promissory Notes offer more certainty for lenders with fixed repayment terms. Convertible Notes balance risk with potential equity upside
  • Legal Requirements: Convertible Notes need more extensive documentation and often require shareholder approval under Canadian corporate law

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