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Promissory Notes

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Whether you borrow money from a bank or someone you know, you should sign a promissory note -- a legally binding contract in which you promise to repay the money. Most promissory notes say, in effect, "I promise to pay you $_____, plus interest of ___%" and then describe how and when you're going to make payments.

Taking the time to draft a well-thought-out promissory note can help preserve friendships and family harmony. It's smart to sign a promissory note even if the friend or relative from whom you're borrowing assures you that such formality isn't necessary. Think of it this way: documenting the loan can do no harm -- and it can head off misunderstandings about whether the money is a loan or gift, when it is to be repaid, and how much interest is owed.

Banks provide their own promissory note forms, but if you borrow from a friend or relative, you'll need to come up with one on your own. Their legal and practical terms can vary considerably. How do you pick the form that's right for you and that won't cause your business unexpected trouble down the road? Here are four different approaches.

Key Issues when You Borrow

Whenever you borrow money, you'll want to keep these key issues in mind:

  • The rate of interest you'll pay.
  • If your business is a corporation or limited liability company (LLC), will the owners (corporate shareholders or LLC members) personally guarantee the loan? If they don't, they have no personal legal obligation to repay if the business collapses. Partners and sole proprietors are always individually liable to repay money they borrow.
  • Will you put up your house or other property as security for the loan? Commercial lenders are far more likely to require this than are family members and other personal lenders.

Promissory Note -- Equal Monthly Payments

If you've ever taken out a mortgage or car loan, you're familiar with this arrangement. The note requires you to pay the same amount each month for a specified number of months. Part of each payment goes toward interest, and the rest goes toward principal. When you make the last payment, the loan and interest are fully paid. In legal and accounting jargon, this type of loan is said to be "fully amortized" over the period that the payments are made.

Once you know the amount you want to borrow, the interest rate, and the number of years over which you'll make payments, you can figure out the amount of the payments using software such as Quicken or Microsoft Excel. Or you can use a printed amortization schedule; these are widely available from commercial lenders, business publishers, and local libraries.

Promissory Note -- Equal Monthly Installments

1. Promise to Pay. For value received, __ Josephine H. Herbert __, (Borrower) promises to pay __ Alexander Knudsen __ (Lender) $__ 10,000 __ and interest at the yearly rate of __ 10 __% on the unpaid balance as specified below.

2. Monthly Installments. Borrower will pay __ 60 __ monthly installments of $__ 212 __ each.

3. Date of Installment Payments. Borrower will make an installment payment on the __ 1st __ day of each month beginning __ January 1, 1998 __ until the principal and interest have been paid in full.

4. Application of Payments. Payments will be applied first to interest and then to principal.

5. Prepayment. Borrower may prepay all or any part of the principal without penalty.

6. Loan Acceleration. If Borrower is more than __ 30 __ days late in making any payment, Lender may declare that the entire balance of unpaid principal is due immediately, together with the interest that has accrued.

7. Security

  • This is an unsecured note.

    Borrower agrees that until the principal and interest owed under this promissory note are paid in full, this note will be secured by a security agreement and Uniform Commercial Code Financing statement giving Lender a security interest in the equipment, fixtures, inventory and accounts receivable of the business known as ____.

    Borrower agrees that until the principal and interest owed under this promissory note are paid in full, this note will be secured by the

    • mortgage
      deed of trust
      covering the real estate commonly known as _________________
      and more fully described as follows:
      ___________________________________

8. Collection Costs. If Lender prevails in a lawsuit to collect on this note, Borrower will pay Lender's costs and lawyer's fees in an amount the court finds to be reasonable.

Dated: __ September 15, 1997 __
Name of Business: __ Josephine's Catering __,
a __ sole proprietorship __
By: __ Josephine H. Herbert __
Printed Name: __ Josephine H. Herbert__
Title: __ Owner __
Address: __ 950 W. Newport Avenue __
__ Springfield, Missouri __

Promissory Note -- Equal Monthly Payments and a Final Balloon Payment

This note requires you to make equal monthly payments of principal and interest for a relatively short period of time. Then, after you make the last installment payment, you must pay the balance in one payment, called a balloon payment.

This type of promissory note offers definite benefits to you. Because of the lower monthly payments during the course of the loan, you can keep more cash available for other needs. Of course, when you're thinking about those nice low payments, don't forget the big balloon payment waiting around the corner.

Example
Phil needs some start-up money for his new business. Cousin Edna is willing to lend him $20,000 at 7% interest, but she'd like to have all the money back in two years, when she plans to remodel her kitchen. Phil and Edna agree that Phil will pay back $200 a month for two years. At the end of two years, Phil will have reduced the loan balance from $20,000 to $17,589.94. (The rest of his payments will have gone toward interest.) Phil will owe this balance to Edna in one balloon payment. Phil is comfortable with this arrangement. If he doesn't have the cash to pay the balloon payment, he knows he can refinance his house with the bank to pay off Edna.



Promissory Note -- Interest-Only Payments and a Final Balloon Payment

With this type of note, you repay the lender by making regular payments of interest. The principal stays the same. At the end of the loan term, you must make a balloon payment to cover all the principal and any remaining interest.

The obvious advantages of this arrangement are the low initial payments. If you find yourself in the happy situation of having extra cash, you can prepay principal. But over the long term, you'll pay more interest because you're borrowing the principal for a longer time. On a $20,000 loan, paid back in four years, you would pay nearly $3,000 less by making equal amortized payments than if you made interest-only payments plus a final balloon payment.

Promissory Note -- Single Payment of Principal and Interest

If your lender agrees, you can promise to pay off the loan all at once, at a specified date. This payment includes the entire principal amount and the accrued interest. Borrowing money on these terms is best for a short-term loan or if the lender isn't worried about on-time repayment.

Example
Renee borrows $15,000 from her former college roommate for her graphic design business. The loan is at 8% and is to be repaid in one payment in seven years. Unless Renee pays back the loan early, she will owe $19,638.48.

Copyright © 2000 Nolo.com Inc.

Last updated: Apr 24, 2000




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