Promissory Note Template Florida Free

SECURED PROMISSORY NOTE (FLORIDA)

Document ID: PN-FL-2024-V1
Effective Date: [Effective Date]
Governing Jurisdiction: State of Florida
Version: 1.0.0-Institutional

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I. STATUTORY & LEGAL COMPLIANCE NOTICE

NOTICE TO BORROWER: THIS IS A LEGALLY BINDING INSTRUMENT. UNDER FLORIDA LAW (CHAPTER 687, FLORIDA STATUTES), INTEREST RATES EXCEEDING 18% PER ANNUM ON LOANS UP TO $500,000 ARE USURIOUS AND MAY SUBJECT THE LENDER TO CIVIL AND CRIMINAL PENALTIES. FURTHERMORE, PURSUANT TO CHAPTER 201, FLORIDA STATUTES, FLORIDA DOCUMENTARY STAMP TAX IS DUE ON ALL PROMISSORY NOTES EXECUTED OR DELIVERED IN FLORIDA. THE CURRENT RATE IS $0.35 PER $100 (OR FRACTION THEREOF) OF THE INDEBTEDNESS. FAILURE TO PAY THIS TAX MAY RENDER THE DOCUMENT UNENFORCEABLE IN FLORIDA COURTS.

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II. PARTIES AND RECITALS

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

BORROWER: [Borrower Full Legal Name/Entity], a [Individual/Type of Entity, e.g., Florida Corporation], residing at or having its principal place of business at [Borrower Principal Address] (hereinafter referred to as "Borrower").

LENDER: [Lender Full Legal Name/Entity], a [Individual/Type of Entity, e.g., Florida Limited Liability Company], residing at or having its principal place of business at [Lender Principal Address] (hereinafter referred to as "Lender").

RECITALS: WHEREAS, Borrower has requested that Lender extend a loan in the principal amount of [Amount in USD, e.g., $50,000.00] (the "Loan"); and WHEREAS, Lender is willing to make the Loan to Borrower subject to the terms and conditions set forth in this Note.

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III. OPERATIVE CLAUSES & LEGAL TERMS

1. PROMISE TO PAY

For value received, Borrower hereby unconditionally promises to pay to the order of Lender, at [Lender Principal Address], or at such other place as Lender may designate in writing, the principal sum of [Principal Amount in Words] DOLLARS ($[Principal Amount in Numbers]), together with interest accrued on the unpaid principal balance at the rate and in the manner set forth herein.

2. INTEREST RATE

Interest shall accrue on the unpaid principal balance of this Note from the date of disbursement at a fixed rate of [Interest Rate, e.g., 8%] per annum, compounded monthly. In no event shall the interest rate charged hereunder exceed the maximum rate permitted by Florida law. If any payment is determined to exceed the legal limit, such excess shall be applied to the reduction of the principal balance.

3. PAYMENT TERMS AND SCHEDULE

Borrower shall repay the principal and interest in the following manner (Select one):

• Installment Payments: Monthly payments of $[Monthly Amount] beginning on [Start Date] and continuing on the same day of each month thereafter until [Maturity Date], at which time all remaining principal and interest shall be due.
• Interest Only: Monthly interest payments beginning on [Start Date] with a final "balloon" payment of the full principal amount on [Maturity Date].
• Lump Sum: The entire principal amount and all accrued interest shall be due and payable in full on [Maturity Date].

4. LATE FEES AND DEFAULT INTEREST

If any payment required by this Note is not received by Lender within [Number, e.g., 10] days of its due date, Borrower shall pay a late fee of [Amount/Percentage, e.g., $50.00 or 5% of the payment]. Additionally, upon the occurrence of an Event of Default (as defined below), the interest rate shall increase to [Default Rate, e.g., 18%] per annum until the default is cured or the Note is paid in full.

5. PREPAYMENT

Borrower reserves the right to prepay this Note, in whole or in part, at any time without penalty or premium. All prepayments shall be applied first to accrued interest and then to the remaining principal balance.

6. SECURITY AND COLLATERAL

This Note is secured by a security interest in the following property (the "Collateral"): [Detailed Description of Collateral, e.g., All 2023 Inventory located at Address X]. Borrower hereby grants Lender a security interest in the Collateral pursuant to the Florida Uniform Commercial Code. Lender is authorized to file a UCC-1 Financing Statement to perfect this interest.

7. EVENTS OF DEFAULT

The occurrence of any of the following shall constitute an "Event of Default": (a) Failure by Borrower to make any payment within [Number] days of when due; (b) The death, dissolution, or liquidation of Borrower; (c) The filing of bankruptcy or insolvency proceedings by or against Borrower; (d) Any representation or warranty made by Borrower herein proves to have been false in any material respect.

8. REMEDIES

Upon the occurrence of an Event of Default, Lender may, at its option and without notice or demand: (a) Declare the entire unpaid principal balance and all accrued interest immediately due and payable; (b) Exercise all rights and remedies of a secured party under the Florida Uniform Commercial Code; and (c) Pursue any other legal or equitable remedy available under Florida law.

9. COSTS OF COLLECTION

Borrower agrees to pay all costs of collection, including, without limitation, reasonable attorneys' fees (at both trial and appellate levels) and court costs, whether or not a lawsuit is filed, incurred by Lender in enforcing the terms of this Note.

10. REPRESENTATIONS AND WARRANTIES

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

11. GOVERNING LAW AND JURISDICTION

This Note shall be governed by, construed, and enforced in accordance with the laws of the State of Florida. The parties agree that any legal action or proceeding arising under this Note shall be brought exclusively in the courts of [County Name] County, Florida.

12. MISCELLANEOUS

(a) Severability: If any provision of this Note is held invalid, the remainder shall continue in full force and effect. (b) Waiver: No delay or omission by Lender in exercising any right shall operate as a waiver of such right. (c) Successors and Assigns: This Note shall be binding upon Borrower’s heirs, successors, and assigns and shall inure to the benefit of Lender and its successors and assigns. (d) Entire Agreement: This Note contains the entire agreement between the parties regarding the subject matter hereof and supersedes all prior discussions or agreements.

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IV. EXECUTION & FORMAL SIGNATURE BLOCKS

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

FOR BORROWER:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Borrower Legal Entity Name, if applicable]
Date: [Date]

FOR LENDER:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Lender Legal Entity Name, if applicable]
Date: [Date]

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V. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Drafting and Population:

   • Open the document in Microsoft Word or Google Docs.
   • Locate all bracketed items (e.g., [Effective Date], [Principal Amount]) and replace them with the specific terms of your transaction.
   • If there is no collateral, strike Section 6 or replace it with "This Note is unsecured."

2. Verify Authority:

   • If the Borrower or Lender is an entity (LLC, Corp), ensure the person signing is an authorized officer (e.g., Manager, President).
   • Confirm the entity is in "Active" status with the Florida Department of State (Sunbiz.org).

3. Documentary Stamp Tax (FLORIDA REQUIREMENT):

   • Calculate the tax: (Principal Amount / 100) * 0.35. (Example: A $10,000 loan requires $35.00 in tax).
   • The tax must be paid to the Florida Department of Revenue. Note "Doc Stamps Paid" on the document once the tax is remitted to ensure enforceability.

4. Execution (Signature):

   • Physical: Sign in blue or black ink. Florida does not require a notary for a standard promissory note, but notarization is recommended for high-value notes to prevent fraud claims.
   • Digital: Use DocuSign or Adobe Sign to create a legally binding e-signature under the Florida Uniform Electronic Transactions Act (Chapter 668, Florida Statutes).

5. Record Retention:

   • The Lender MUST retain the original signed Note. In Florida, the party seeking to enforce a note must generally produce the original instrument.
   • Scan and save a digital backup in a secure, encrypted cloud environment.
   • Upon final payment, the Lender should mark the original "PAID IN FULL," sign it, and return it to the Borrower.