Promissory Note Template Georgia

PROMISSORY NOTE (GEORGIA)

Document ID: GA-PN-2024-001
Effective Date: [Effective Date]
Version: 1.0.1
Governing Jurisdiction: State of Georgia

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1. STATUTORY & LEGAL COMPLIANCE NOTICE

NOTICE TO BORROWER: THIS IS A LEGALLY BINDING INSTRUMENT. THIS DOCUMENT HAS BEEN DRAFTED TO COMPLY WITH THE OFFICIAL CODE OF GEORGIA ANNOTATED (O.C.G.A.) UNDER TITLE 7 (BANKING AND FINANCE) AND TITLE 11 (UNIFORM COMMERCIAL CODE). THE PARTIES ARE ADVISED THAT GEORGIA LAW PROHIBITS USURIOUS INTEREST RATES UNDER O.C.G.A. § 7-4-2. LENDER REPRESENTS THAT THE INTEREST RATE STIPULATED HEREIN DOES NOT EXCEED THE MAXIMUM RATE PERMITTED BY LAW. THIS DOCUMENT CONTAINS AN ATTORNEY'S FEE PROVISION WHICH, PURSUANT TO O.C.G.A. § 13-1-11, REQUIRES SPECIFIC NOTICE UPON DEFAULT TO BE ENFORCEABLE.

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2. PARTIES & RECITALS

This Promissory Note ("Note") is made and entered into as of the Effective Date set forth above, by and between:

MAKER (BORROWER): [Full Legal Name of Borrower], located at [Principal Address] (“Borrower”).
HOLDER (LENDER): [Full Legal Name of Lender], located at [Principal Address] (“Lender”).

RECITALS: WHEREAS, Borrower desires to borrow from Lender the principal sum of [Principal Amount in USD] (the "Principal"); and WHEREAS, Lender agrees to lend said Principal to Borrower subject to the terms and conditions set forth in this Note.

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3. EXHAUSTIVE OPERATIVE CLAUSES & LEGAL TERMS

3.1 Promise to Pay; Scope of Financial Engagement

For value received, Borrower hereby unconditionally promises to pay to the order of Lender, at the address specified above or at such other place as Lender may designate in writing, the Principal amount of [Amount in USD, e.g., $10,000.00], together with interest accrued on the unpaid principal balance at the rate of [Interest Rate, e.g., 8%] per annum, compounded [Annually/Monthly]. This Note constitutes the entire financial engagement between the parties regarding the subject loan.

3.2 Compensation & Payment Terms

(a) Maturity Date: The entire unpaid Principal and all accrued but unpaid interest shall be due and payable in full on [Maturity Date] (the "Maturity Date"). (b) Installments: (Check one)

• Balloon Payment: Principal and interest due in full on Maturity Date.
• Installment Payments: Borrower shall pay [Monthly/Quarterly] installments of [Amount] starting on [Start Date]. (c) Late Interest & Fees: If any payment is not received within [Number] days of its due date, Lender may charge a late fee of [Amount or %] and the interest rate shall increase to the maximum rate allowed under Georgia law (the "Default Rate") until the delinquency is cured. (d) Application of Payments: All payments shall be applied first to accrued interest, then to Principal.

3.3 Prepayment

Borrower reserves the right to prepay the unpaid Principal balance of this Note, in whole or in part, at any time prior to the Maturity Date without penalty, premium, or additional fee. Any partial prepayment shall be applied against the Principal in inverse order of maturity and shall not postpone the due date of any subsequent payments.

3.4 Events of Default & Acceleration

The occurrence of any of the following shall constitute an "Event of Default": (a) Failure to make any payment of Principal or interest when due. (b) The death, dissolution, liquidation, or insolvency of Borrower. (c) The filing of bankruptcy proceedings by or against Borrower. Upon an Event of Default, and following a cure period of [Number, e.g., 10] days (if applicable), Lender may, at its sole option, declare the entire unpaid Principal and accrued interest immediately due and payable without further notice or demand.

3.5 Attorney's Fees & Collection Costs

Pursuant to O.C.G.A. § 13-1-11, if this Note is collected by or through an attorney after maturity, Borrower shall pay, in addition to the Principal and interest, all costs of collection, including, without limitation, fifteen percent (15%) of the Principal and interest then owing as attorney's fees, provided Lender provides the required statutory notice of intent to enforce this provision.

3.6 Intellectual Property & Confidentiality

(a) Confidentiality: The parties agree to keep the specific financial terms of this Note confidential, except as required for tax reporting, legal advice, or judicial enforcement. (b) IP Ownership: To the extent any intellectual property is pledged as collateral (if applicable via separate Security Agreement), Borrower warrants it holds clear title to such property. This Note does not transfer any ownership of work product unless specifically collateralized.

3.7 Representations & Warranties

Borrower represents and warrants that: (a) Borrower has the full legal capacity and authority to execute this Note. (b) The execution of this Note does not violate any other agreement to which Borrower is a party. (c) This Note is a legal, valid, and binding obligation of Borrower, enforceable in accordance with its terms.

3.8 Limitation of Liability & Indemnification

Lender shall not be liable for any indirect, consequential, or punitive damages arising out of this financial transaction. Borrower agrees to indemnify and hold Lender harmless from any claims, losses, or liabilities arising from Borrower's use of the loan proceeds or breach of this Note.

3.9 Dispute Resolution & Arbitration

Any dispute, controversy, or claim arising out of or relating to this Note shall be settled by binding arbitration in [County], Georgia, in accordance with the Georgia Arbitration Code (O.C.G.A. § 9-9-1 et seq.). The prevailing party shall be entitled to recover its reasonable attorney's fees and costs.

3.10 Governing Law & Jurisdiction

This Note shall be governed by, construed, and enforced in accordance with the laws of the State of Georgia, without regard to conflict of laws principles. The parties irrevocably consent to the exclusive jurisdiction of the Superior Courts of [County Name] County, Georgia.

3.11 Miscellaneous Provisions

(a) Severability: If any provision of this Note is held invalid, the remainder shall remain in full force. (b) Waiver: No waiver of any provision shall be effective unless in writing. Lender’s failure to exercise any right shall not constitute a waiver of future rights. (c) Counterparts: This Note may be executed in counterparts and via electronic signature, each of which shall be deemed an original. (d) Entire Agreement: This Note constitutes the entire agreement between the parties regarding the loan and supersedes all prior discussions or understandings.

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4. EXECUTION & FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, the parties have executed this Promissory Note as of the Effective Date first written above.

FOR THE MAKER (BORROWER):

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role, e.g., Individual or CEO]
Company (if applicable): [Borrower Company Name]
Date: [Date]

FOR THE HOLDER (LENDER):

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company (if applicable): [Lender Company Name]
Date: [Date]

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5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Drafting and Data Entry:

   • Copy the text above into a word processor (Microsoft Word or Google Docs).
   • Replace all bracketed text (e.g., [Principal Amount in USD]) with the specific terms of your transaction. Ensure the interest rate complies with Georgia usury laws (generally under 16% for personal loans under $250k, though check O.C.G.A. § 7-4-2 for specific caps).

2. Verify Authority:

   • If the Borrower is a corporation or LLC, ensure the person signing has the legal authority (e.g., a corporate resolution) to bind the entity to a debt.

3. Digital/Physical Execution:

   • Digital: Upload the finalized document to DocuSign, Adobe Sign, or a similar ESIGN-compliant platform. Set the signature fields as indicated in Section 4.
   • Physical: Print two copies. Both parties should sign both copies in blue or black ink.

4. Witnessing and Notarization (Recommended):

   • While Georgia law does not strictly require a notary for a Promissory Note to be valid, having the Borrower's signature notarized prevents future claims of forgery or lack of capacity.

5. Statutory Notice (Default):

   • If the Borrower defaults, the Lender must send a written notice to the Borrower (via certified mail) stating that they have ten (10) days from receipt of notice to pay the principal and interest without being liable for the 15% attorney's fees provision (O.C.G.A. § 13-1-11).

6. Record Retention:

   • The Lender must retain the original signed note. Under Georgia law, the "original" instrument is often required to be produced in court to prove the debt. Store it in a fireproof safe or secure digital vault.