Promissory Note Sample for Payment Philippines

PROMISSORY NOTE (NEGOTIABLE INSTRUMENT)

Document ID: PN-[YYYYMMDD]-[001] Effective Date: [Date] Version: 1.0 Governing Jurisdiction: Republic of the Philippines

---

LEGAL COMPLIANCE NOTICE

This document is drafted in accordance with the Civil Code of the Philippines (Republic Act No. 386) and the Negotiable Instruments Law (Act No. 2031). This is a legal template. Its enforceability is subject to individual facts, local ordinances, and specific evidentiary requirements. The user is strongly advised to seek local legal counsel to ensure compliance with specific tax implications (e.g., Documentary Stamp Tax under the National Internal Revenue Code) and notarization requirements for evidentiary weight in Philippine courts.

---

1. PARTIES

This Promissory Note (the "Note") is made and entered into this [Date] by and between:

MAKER: [Full Legal Name of Borrower], with principal address at [Complete Address], hereinafter referred to as the "Maker."

PAYEE: [Full Legal Name of Lender/Company], with principal address at [Complete Address], hereinafter referred to as the "Payee."

2. PROMISE TO PAY

For value received, the Maker hereby unconditionally promises to pay to the order of the Payee the principal sum of [Amount in PHP/USD] (the "Principal Amount"), together with interest on the unpaid principal balance at the rate of [Percentage]% per annum, calculated on the basis of a 360-day year.

3. REPAYMENT TERMS

The Principal Amount and accrued interest shall be paid in full on or before [Maturity Date] (the "Due Date"). Payments shall be made in lawful currency of the Republic of the Philippines via [Bank Name/Transfer Method].

4. DEFAULT AND ACCELERATION

The occurrence of any of the following shall constitute an "Event of Default": (a) Failure to pay any amount due under this Note within [Number] days of the Due Date; (b) The insolvency, bankruptcy, or liquidation of the Maker; or (c) Breach of any material representation or warranty herein.

Upon an Event of Default, the Payee may, at its sole discretion, declare the entire unpaid principal balance and all accrued interest immediately due and payable without demand or notice.

5. LATE CHARGES AND COLLECTION COSTS

If any payment is not received by the Payee within [Number] days of the due date, the Maker shall pay a late fee of [Percentage]% of the overdue amount. In the event this Note is placed in the hands of an attorney for collection, the Maker agrees to pay all reasonable costs of collection, including attorney’s fees equal to [Percentage]% of the total amount due, plus the costs of suit.

6. WAIVER AND AMENDMENT

The Maker waives presentment for payment, notice of dishonor, protest, and notice of protest. No failure or delay by the Payee in exercising any right under this Note shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise of any right. Any amendment to this Note must be in writing and signed by both parties.

7. GOVERNING LAW AND VENUE

This Note shall be governed by and construed in accordance with the laws of the Republic of the Philippines. Any legal action or proceeding arising under this Note shall be brought exclusively in the proper courts of [City, Philippines], to the exclusion of all other venues.

8. ENTIRE AGREEMENT

This document constitutes the entire agreement between the Maker and the Payee regarding the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.

---

EXECUTION AND SIGNATURE BLOCKS

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

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

---

STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Document Customization:

   • Open in a word processor (MS Word/Google Docs).
   • Use Ctrl+H to replace all bracketed items (e.g., [Amount in USD]) with the specific factual data.
   • Ensure the "Governing Law" matches the specific city where you intend to file suit in the event of a dispute.

2. Verifying Signatory Authority:

   • For corporate entities, ensure the signatory holds a valid Secretary’s Certificate or Board Resolution authorizing them to sign promissory notes and incur debt on behalf of the company.

3. Tax Compliance (Documentary Stamp Tax):

   • Under the Philippine National Internal Revenue Code, promissory notes may be subject to Documentary Stamp Tax (DST). Consult a tax accountant to determine if you must file BIR Form 2000 and pay the tax to the Bureau of Internal Revenue within the prescribed period to ensure the document remains admissible as evidence.

4. Execution and Notarization:

   • While a Promissory Note is a private document, notarizing it before a Notary Public transforms it into a "Public Document." This provides a presumption of regularity and simplifies the burden of proof in court (i.e., you do not need to prove the authenticity of the signature).

5. Digital Execution:

   • If using DocuSign or Adobe Sign, ensure "Audit Trail" or "Certificate of Completion" is enabled. Retain this electronic certificate alongside the signed PDF as part of the legal record.

6. Retention:

   • Maintain the original "wet ink" or cryptographically verified digital copy in a secure, fireproof repository for a minimum of ten (10) years, or until the statute of limitations for written contracts under Philippine law (10 years) has expired.