Promissory Note Example Uk

PROMISSORY NOTE (UNCONDITIONAL)

Document ID: PN-UK-2024-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: England and Wales

1. LEGAL COMPLIANCE NOTICE

This document constitutes a formal Promissory Note under the Bills of Exchange Act 1882. This instrument is drafted for use within the jurisdiction of England and Wales. It does not constitute legal or tax advice. Users are strongly advised to consult with qualified legal counsel to ensure compliance with specific financial regulations, including but not limited to the Financial Services and Markets Act 2000 (FSMA) and relevant consumer credit regulations where applicable.

2. PARTIES AND RECITALS

MAKER: [Name of Borrower], a company incorporated and registered in [Country/Jurisdiction] with company number [Number], whose registered office is at [Principal Address] (the “Maker”).

PAYEE: [Name of Lender], a company incorporated and registered in [Country/Jurisdiction] with company number [Number], whose registered office is at [Principal Address] (the “Payee”).

RECITALS: (A) The Payee has agreed to provide a loan to the Maker in the principal amount of [Amount in GBP] (the “Principal Amount”). (B) The Maker acknowledges receipt of the Principal Amount and agrees to repay the same in accordance with the terms set forth herein.

3. OPERATIVE PROVISIONS

3.1 Promise to Pay. For value received, the Maker hereby unconditionally promises to pay to the order of the Payee the Principal Amount, together with interest on the unpaid principal balance at the rate of [Percentage]% per annum, calculated daily and compounded [Monthly/Annually].

3.2 Payment Schedule. The Maker shall repay the Principal Amount and all accrued interest in full on or before [Maturity Date] (the “Maturity Date”). Payments shall be made in GBP via electronic funds transfer to such bank account as the Payee may designate in writing.

3.3 Late Payment Interest. Any payment not received by the Payee by the due date shall accrue interest at a default rate of [Percentage]% per annum above the Bank of England base rate, from the due date until the date of actual payment, whether before or after any court judgment.

3.4 Prepayment. The Maker reserves the right to prepay the whole or any part of the Principal Amount at any time without penalty, provided that all accrued interest up to the date of prepayment is paid in full.

3.5 Events of Default. The occurrence of any of the following shall constitute an "Event of Default": (a) Failure of the Maker to pay any amount due under this Note on the date due; (b) The Maker commences or has commenced against it any insolvency, bankruptcy, or liquidation proceedings; (c) Any representation or warranty made by the Maker herein is found to be materially incorrect.

3.6 Acceleration. Upon the occurrence of an Event of Default, the Payee may, by written notice to the Maker, declare the entire outstanding Principal Amount and all accrued interest immediately due and payable.

3.7 Governing Law and Jurisdiction. This Note and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

3.8 Entire Agreement. This Note constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements, understandings, or representations, whether written or oral.

3.9 Severability. If any provision of this Note is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, such provision shall be severed, and the remaining provisions shall remain in full force and effect.

4. EXECUTION AND SIGNATURE BLOCKS

FOR [MAKER / BORROWER COMPANY NAME]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Maker Legal Name]
Date: [Date]

FOR [PAYEE / LENDER COMPANY NAME]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Payee Legal Name]
Date: [Date]

5. STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Drafting: Utilize "Find and Replace" (Ctrl+H) in your word processor to populate all bracketed fields. Ensure all legal entity names match the relevant Companies House registry exactly.
2. Verification of Authority: Verify that the signatory for each entity has the corporate authority to bind the company to a debt instrument. For UK companies, ensure this aligns with the company’s Articles of Association and any board resolutions authorizing the borrowing/lending.
3. Digital Signature: Utilize an eIDAS-compliant platform (such as DocuSign or Adobe Sign). Ensure the "Audit Trail" is enabled to verify the IP address, timestamp, and identity of the signatory.
4. Record Retention:
   • Originals: Maintain the original digital file in a secure, encrypted document management system.
   • Accounting: Forward a copy to your respective finance/accounting departments to track the interest accrual and maturity dates.
5. Filing: While a Promissory Note does not typically require registration with Companies House, ensure the existence of the liability is accurately reflected in the company’s internal register of charges if applicable under the Companies Act 2006.