Promissory Note Template Colorado

INSTITUTIONAL PROMISSORY NOTE

Document ID: PN-CO-2023-V1.0
Effective Date: [Effective Date]
Governing Jurisdiction: State of Colorado
Version: 1.0 (Comprehensive/Secured/Unsecured)

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1. STATUTORY & LEGAL COMPLIANCE NOTICE

LEGAL DISCLAIMER: This Promissory Note template is drafted to reflect general commercial practices and the statutory framework of the State of Colorado, including applicable provisions of the Uniform Commercial Code (UCC) as codified in Title 4 of the Colorado Revised Statutes (C.R.S.) and statutory interest rate limitations under C.R.S. § 5-12-101 et seq. This document constitutes a complex legal instrument.

Neither the author, publisher, nor legal counsel structuring this template provides a formal legal opinion or guarantees enforceability in specific factual matrices. Commercial transactions involve unique risks, including debtor insolvency, bankruptcy filings, and evolving state and federal lending regulations. Both the Maker and the Holder are strongly advised to retain independent legal counsel and licensed financial advisors to review this instrument prior to execution.

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2. PARTIES & RECITALS

THIS PROMISSORY NOTE (the "Note") is made and entered into as of [Effective Date] (the "Effective Date"), by and between the parties identified below:

1. MAKER: [Maker Full Legal Name], having a principal place of residence or registered office at [Maker Principal Address] (hereinafter referred to as the "Maker", which expression shall include its successors, legal representatives, and permitted assigns).
2. HOLDER: [Holder Full Legal Name], having a principal place of residence or registered office at [Holder Principal Address] (hereinafter referred to as the "Holder", which expression shall include its successors and assigns).

WHEREAS, the Maker has received value and desires to borrow from the Holder, and the Holder is willing to lend to the Maker, the principal sum specified below, upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Maker covenants and agrees as follows:

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3. EXHAUSTIVE OPERATIVE CLAUSES & LEGAL TERMS

Section 1. Principal Amount and Interest Rate

1.1 Principal Sum: For value received, the Maker promises to pay to the order of the Holder the principal sum of [Amount in USD] United States Dollars ($[Numeric Amount]), together with interest accrued thereon calculated in accordance with the terms of this Note. 1.2 Interest Rate: The outstanding principal balance of this Note shall bear interest at the rate of [Interest Rate Percentage]% per annum (the "Interest Rate"). Interest shall be calculated on the basis of a 360-day year consisting of twelve (12) thirty-day months and shall accrue daily from the Effective Date until this Note is paid in full. 1.3 Default Interest: Upon the occurrence of an Event of Default (as defined herein), and without prejudice to any other rights or remedies of the Holder, the outstanding principal balance and, to the extent permitted by applicable Colorado law, any overdue interest, shall bear interest at the lesser of eighteen percent (18.0%) per annum or the maximum rate permitted under applicable Colorado law (the "Default Rate"), accruing from the date of default until the default is fully cured or the Note is paid in full.

Section 2. Repayment Terms and Schedule

2.1 Maturity Date: The entire outstanding principal balance of this Note, together with all accrued and unpaid interest and any other charges or fees provided for herein, shall be due and payable in full on [Maturity Date] (the "Maturity Date"), unless accelerated earlier pursuant to the terms of this Note. 2.2 Installment Payments: Select one option and strike or delete the alternative:

• Option A (Lump Sum): Principal and all accrued interest shall be paid in a single balloon payment on the Maturity Date.
• Option B (Amortized Installments): Principal and interest shall be payable in consecutive monthly installments of [Monthly Installment Amount in USD] U.S. Dollars ($[Numeric Amount]), commencing on [First Payment Date], and continuing on the same day of each successive calendar month thereafter until the Maturity Date, at which time the remaining balance, if any, is due in full. 2.3 Application of Payments: All payments made on account of this Note shall be applied first to the payment of any late charges and collection costs incurred by the Holder, second to the payment of accrued and unpaid interest, and third to the reduction of the outstanding principal balance. 2.4 Method and Place of Payment: All payments under this Note shall be made in lawful money of the United States of America in immediately available funds by wire transfer, ACH transfer, or check delivered to the Holder at the address set forth in the preamble or to such other place or account as the Holder may designate in writing to the Maker from time to time. If any payment falls due on a Saturday, Sunday, or legal holiday in the State of Colorado, such payment shall be made on the next succeeding business day.

Section 3. Prepayment Privileges

3.1 Right to Prepay: The Maker shall have the right to prepay the outstanding principal balance of this Note, in whole or in part, at any time and from time to time without premium or penalty. 3.2 Notice and Application: Any partial prepayment shall be applied against the principal installments last maturing or as otherwise directed by the Holder in its sole discretion and shall not postpone the due date of any subsequent regular installments unless explicitly agreed to in writing by the Holder. Prepayments must be accompanied by all interest accrued on the principal amount prepaid through the date of such prepayment.

Section 4. Representations and Warranties of the Maker

The Maker hereby represents and warrants to the Holder, as of the Effective Date, as follows: 4.1 Authority and Capacity: The Maker has full legal capacity, power, and authority to execute, deliver, and perform its obligations under this Note. If the Maker is an entity, the execution, delivery, and performance of this Note have been duly authorized by all necessary corporate, limited liability company, or partnership action. 4.2 Binding Obligation: This Note constitutes a legal, valid, and binding obligation of the Maker, enforceable against the Maker in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally. 4.3 No Conflicts: The execution and delivery of this Note and the performance of the obligations hereunder do not and will not violate, conflict with, or constitute a default under any agreement, charter document, or applicable law to which the Maker is a party or by which the Maker is bound.

Section 5. Events of Default

The occurrence of any one or more of the following events shall constitute an "Event of Default" under this Note: 5.1 Failure to Pay: The Maker fails to pay any installment of principal or interest, or the final balance due on the Maturity Date, within [Number of Days, e.g., 10] calendar days of the date when due. 5.2 Breach of Covenants: The Maker fails to observe or perform any other covenant, agreement, or condition contained in this Note and such failure continues for a period of thirty (30) calendar days after written notice thereof is delivered by the Holder to the Maker. 5.3 Insolvency and Bankruptcy: The Maker files a petition in bankruptcy, seeks relief under any chapter of the Federal Bankruptcy Code or any similar state or federal insolvency law, makes an assignment for the benefit of creditors, consents to the appointment of a receiver, trustee, or liquidator of all or substantially all of its assets, or if an involuntary petition in bankruptcy is filed against the Maker and is not dismissed within sixty (60) days. 5.4 Misrepresentation: Any representation or warranty made by the Maker in this Note proves to have been materially false or misleading when made.

Section 6. Remedies Upon Default

6.1 Acceleration: Upon the occurrence of any Event of Default, and at any time thereafter (unless such Event of Default has been waived in writing by the Holder), the Holder may, at its option, declare the entire unpaid principal balance of this Note, together with all accrued and unpaid interest and all other sums due hereunder, immediately due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by the Maker. 6.2 Cumulative Remedies: The remedies of the Holder provided herein are cumulative and concurrent, and may be pursued singly, successively, or together against the Maker or any collateral, at the sole discretion of the Holder. Failure of the Holder to exercise any right or remedy shall not constitute a waiver of the right to exercise the same at any subsequent time. 6.3 Costs of Collection and Enforcement: If this Note is placed in the hands of an attorney for collection after default, or if suit is instituted to collect this Note, or if it is enforced through any judicial proceeding, bankruptcy proceeding, or arbitration, the Maker promises to pay to the Holder all reasonable costs and expenses incurred, including, without limitation, reasonable attorneys' fees, court costs, and legal expenses.

Section 7. Waivers and Consents

7.1 Waiver of Presentment and Notice: The Maker and all endorsers, sureties, and guarantors of this Note hereby jointly and severally waive presentment for payment, demand, protest, notice of protest, notice of dishonor, notice of non-payment, diligence in collection, and any and all notices of any kind in connection with the delivery, acceptance, performance, default, or enforcement of this Note. 7.2 Extension of Time: The Holder may, at any time and from time to time, without notice to or the consent of the Maker, extend the time for payment of any amount due under this Note, release any party liable hereon, or release any security, if any, without in any way releasing, discharging, or affecting the liability of the Maker.

Section 8. Governing Law and Jurisdiction

8.1 Governing Law: This Note, and all claims or causes of action (whether in contract, tort, or statute) that may be based upon, arise out of, or relate to this Note, shall be governed by, enforced under, and construed in accordance with the internal laws of the State of Colorado, without regard to its conflict of laws principles. 8.2 Consent to Jurisdiction and Venue: The Maker irrevocably and unconditionally submits to the exclusive personal jurisdiction of the state courts located in [County Name, e.g., Denver County], Colorado, and the federal courts located in the District of Colorado, for any legal action, suit, or proceeding arising out of or relating to this Note. The Maker irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

Section 9. Miscellaneous Provisions

9.1 Amendments and Waivers: No modification, amendment, extension, discharge, termination, or waiver of any provision of this Note shall be valid unless the same is in writing and signed by both the Maker and the Holder. Any waiver by the Holder of any breach or default shall not operate as a waiver of any subsequent breach or default. 9.2 Severability: If any provision of this Note is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the invalid provision shall be deemed severed from this Note, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 9.3 Entire Agreement: This Note constitutes the entire agreement between the Maker and the Holder with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, negotiations, representations, and agreements, whether written or oral, relating to such subject matter. 9.4 Binding Effect and Assignment: This Note shall be binding upon and inure to the benefit of the Maker and the Holder and their respective heirs, legal representatives, successors, and permitted assigns. The Maker may not assign, transfer, or delegate any of its rights or obligations under this Note without the prior written consent of the Holder. The Holder may assign or transfer this Note, in whole or in part, to any third party without notice to or consent from the Maker. 9.5 Notices: All notices, demands, requests, or other communications required or permitted under this Note shall be in writing and shall be deemed to have been duly given if delivered personally, sent by nationally recognized overnight courier service (with tracking and signature required), or sent by certified or registered mail, return receipt requested, postage prepaid, to the addresses set forth in the preamble of this Note (or to such other address as a party may designate by notice given in accordance with this Section). Notices sent by mail shall be deemed received three (3) business days after posting; notices sent by courier shall be deemed received upon delivery.

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4. EXECUTION & FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, the Maker has executed and delivered this Promissory Note under seal as of the Effective Date written above.

FOR THE MAKER:

Signature: __________________________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role, e.g., Managing Member / Individual]
Company (if applicable): [Maker Full Legal Name]
Date: [Date]

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FOR THE HOLDER:

Signature: __________________________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company (if applicable): [Holder Full Legal Name]
Date: [Date]

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5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Review & Completion:
   • Open this template in Microsoft Word, Google Docs, or an equivalent word processor.
   • Locate all bracketed text strings (e.g., [Effective Date], [Amount in USD], [Maker Full Legal Name]) and replace them with precise factual data. Remove all brackets and instructional italic text upon completion.
2. Jurisdictional & Financial Verification:
   • Confirm that the interest rate specified in Section 1.2 complies with Colorado usury limits and statutory caps under C.R.S. § 5-12-101 et seq. (Note: Commercial loans often have exemptions, but institutional review is recommended).
   • Decide whether this Note is unsecured or if a separate security agreement / UCC-1 financing statement is required to collateralize assets under C.R.S. Title 4, Article 9.
3. Signatory Authority Verification:
   • If the Maker or Holder is a corporation, LLC, or partnership, verify that the individual signing on behalf of the entity possesses express or implied corporate authority (via Operating Agreement, Bylaws, or Board Resolution) to bind the entity.
4. Digital or Wet-Ink Execution:
   • Wet-Ink: Print two original copies of the executed Note. Both parties should sign in blue ink. Each party retains an original counterpart.
   • Digital: Upload the finalized PDF to a secure electronic signature platform (e.g., DocuSign, Adobe Sign). Ensure audit trails and cryptographic certificates are generated and archived.
5. Record Retention & Vaulting:
   • The Holder must store the original "wet-ink" Note (or the authoritative copy under transferable record rules) in a secure, fireproof vault or institutional document repository, as physical possession of the original instrument may be required under the UCC for enforcement actions. Electronic copies must be stored securely with restricted access controls.