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Promissory Note Transfer Agreement for Philippines

Promissory Note Transfer Agreement Template for Philippines

This document facilitates the legal transfer of rights and interests in a promissory note from one holder to another under Philippine law. It complies with the requirements of the Philippine Negotiable Instruments Law (Act No. 2031) and the New Civil Code of the Philippines, ensuring a valid transfer of the instrument. The agreement includes detailed provisions for the transfer price, representations about the note's validity, delivery requirements, and any associated security interests. It addresses documentary stamp tax implications and may include provisions for regulatory compliance when financial institutions are involved.

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What is a Promissory Note Transfer Agreement?

The Promissory Note Transfer Agreement is essential in Philippine business and financial transactions where parties need to transfer ownership of promissory notes. This document is commonly used in debt trading, asset sales, or corporate restructuring situations. It ensures compliance with the Philippine Negotiable Instruments Law and Civil Code requirements, covering crucial elements such as transfer terms, warranties about the note's validity, and payment arrangements. The agreement becomes particularly important when businesses need to monetize their receivables or when financial institutions trade debt instruments. It includes specific provisions addressing Philippine tax implications, particularly documentary stamp tax, and may require consideration of BSP regulations if financial institutions are involved. The document serves as crucial evidence of the transfer and protects both transferor and transferee's interests under Philippine law.

What sections should be included in a Promissory Note Transfer Agreement?

1. Parties: Identifies the transferor (current holder) and transferee of the promissory note, including their complete legal names and addresses

2. Background: Describes the existing promissory note, its current ownership, and the intention to transfer it

3. Definitions: Defines key terms used in the agreement, including 'Promissory Note', 'Transfer Date', 'Purchase Price', etc.

4. Transfer and Assignment: Core provision documenting the transfer of all rights, title, and interest in the promissory note from transferor to transferee

5. Purchase Price and Payment: States the agreed purchase price for the transfer and payment terms

6. Representations and Warranties: Transferor's warranties regarding ownership, authority to transfer, and status of the promissory note

7. Delivery of Documents: Requirements for physical delivery of the original promissory note and any related documentation

8. Notices: Procedure for giving notices under the agreement

9. Governing Law: Specifies Philippine law as governing law and jurisdiction for disputes

10. Execution: Signature blocks and execution requirements

What sections are optional to include in a Promissory Note Transfer Agreement?

1. Security Interests: Required if the promissory note is secured by collateral or guarantees that need to be transferred

2. Regulatory Compliance: Include if either party is a regulated entity or if the transfer requires regulatory approvals

3. Tax Provisions: Include specific tax arrangements if the parties need to address documentary stamp tax or other tax implications

4. Further Assurances: Optional clause requiring parties to take additional actions needed to perfect the transfer

5. Endorsement Provisions: Include if specific endorsement requirements need to be detailed beyond simple delivery

6. Conditions Precedent: Include if the transfer is subject to certain conditions being met before completion

What schedules should be included in a Promissory Note Transfer Agreement?

1. Schedule 1 - Promissory Note Details: Copy or detailed description of the promissory note being transferred, including date, amount, maker, and payment terms

2. Schedule 2 - Transfer Price Calculation: If the purchase price involves calculations or adjustments, detail the methodology here

3. Schedule 3 - Security Details: If the note is secured, details of the security or collateral being transferred

4. Appendix A - Form of Notice to Maker: Template for notifying the maker of the promissory note about the transfer

5. Appendix B - Form of Endorsement: If required, the specific form of endorsement to be used for the transfer

Authors

Alex Denne

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

Jurisdiction

Philippines

Publisher

Ƶ

Document Type

Transfer Agreement

Cost

Free to use
Relevant legal definitions



























Clauses

























Relevant Industries

Banking and Financial Services

Investment Management

Corporate Finance

Real Estate

Manufacturing

Trading and Commerce

Professional Services

Asset Management

Debt Collection and Recovery

Relevant Teams

Legal

Finance

Treasury

Credit and Collections

Risk Management

Compliance

Corporate Development

Investment

Portfolio Management

Relevant Roles

Chief Financial Officer

Finance Manager

Treasury Manager

Legal Counsel

Corporate Lawyer

Investment Manager

Credit Manager

Accounts Receivable Manager

Risk Manager

Compliance Officer

Business Development Manager

Portfolio Manager

Debt Collection Manager

Industries





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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