Promissory Note Template Georgia Pdf

PROMISSORY NOTE (SECURED OR UNSECURED)

Document ID: GA-PN-2024-v1.01
Effective Date: [Effective Date]
Version: 1.01 (Georgia Compliant)
Governing Jurisdiction: State of Georgia

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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.), specifically Title 11 (Uniform Commercial Code - Negotiable Instruments) and Title 7 (Banking and Finance). The parties are hereby advised that O.C.G.A. § 13-1-11 contains specific requirements for the enforcement of attorney’s fees provisions; this document intends to satisfy those requirements. This template is provided for sophisticated parties and does not constitute legal advice. Consultation with Georgia-licensed counsel is recommended prior to execution to ensure compliance with specific usury limits under O.C.G.A. § 7-4-2.

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1. PARTIES AND RECITALS

1.1 THE BORROWER: [Borrower Full Legal Name], a [Individual/Legal Entity Type] with a principal address of [Borrower Principal Address] (hereinafter, "Borrower").

1.2 THE LENDER: [Lender Full Legal Name], a [Individual/Legal Entity Type] with a principal address of [Lender Principal Address] (hereinafter, "Lender").

1.3 FOR VALUE RECEIVED: Borrower promises to pay to the order of Lender at the address stated above, or such other place as Lender may designate in writing, the principal sum of [Principal Amount in USD] (the "Principal Amount"), together with interest on the unpaid principal balance and all other charges provided for herein.

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2. EXHAUSTIVE OPERATIVE CLAUSES

2.1 Interest Rate and Calculation Interest shall accrue on the unpaid Principal Amount from the Effective Date at a rate of [Interest Rate (e.g., 5.5)]% per annum. Interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed. In no event shall the interest rate exceed the maximum rate permitted by Georgia law (O.C.G.A. § 7-4-2).

2.2 Repayment Terms The Principal Amount and accrued interest shall be payable as follows (Check one):

• Lump Sum: The entire balance (Principal and Interest) is due on [Maturity Date].
• Installments: Payments of [Installment Amount] shall be made every [Month/Quarter] commencing on [Start Date] and continuing until [Maturity Date], at which time a final balloon payment of all remaining amounts shall be due.

2.3 Late Charges and Grace Period If any payment is not received within [Number] days of its due date, Borrower shall pay a late fee equal to [Percentage]% of the overdue payment. This late fee is intended to compensate Lender for administrative costs and does not waive any default rights.

2.4 Prepayment Borrower reserves the right to prepay this Note, in whole or in part, at any time without penalty or premium. Any partial prepayment shall be applied first to accrued interest and then to the Principal Amount.

2.5 Security and Collateral (Optional) This Note is (Check one):

• Unsecured.
• Secured. Borrower grants Lender a security interest in [Description of Collateral]. This security interest is governed by the Georgia Uniform Commercial Code. Borrower agrees to execute any financing statements (UCC-1) required to perfect this interest.

2.6 Events of Default and Acceleration The occurrence of any of the following shall constitute an "Event of Default": (a) Failure to make any payment when due; (b) The death, dissolution, or insolvency of Borrower; (c) Borrower’s application for bankruptcy protection. Upon an Event of Default, Lender may, at its option and without notice (except as required by law), declare the entire unpaid balance of the Principal Amount and accrued interest immediately due and payable.

2.7 Attorney’s Fees and Collection Costs In accordance with O.C.G.A. § 13-1-11, if this Note is collected by or through an attorney after maturity or default, Borrower shall pay, in addition to the principal and interest, all costs of collection, including fifteen percent (15%) of the principal and interest then due as attorney’s fees, provided Borrower does not pay the amount due within ten (10) days of receipt of notice of Lender’s intent to enforce this provision.

2.8 Intellectual Property and Confidentiality Any proprietary information, financial data, or business strategy disclosed by Lender to Borrower in connection with this loan shall remain the sole property of Lender. Borrower shall maintain strict confidentiality and shall not disclose such information to third parties without prior written consent. If this Note is issued as consideration for services, any resulting work product is considered a "Work Made for Hire" under the Copyright Act, with ownership vesting in the party providing the funding, unless otherwise agreed.

2.9 Representations and Warranties Borrower represents and warrants that: (i) they have the full legal right and power to enter into this Note; (ii) this Note constitutes a valid and binding obligation enforceable in accordance with its terms; and (iii) the execution of this Note does not violate any other agreement to which Borrower is a party.

2.10 Governing Law and Jurisdiction This Note shall be governed by, and construed in accordance with, the laws of the State of Georgia, without regard to conflict of laws principles. Any legal action arising out of this Note shall be brought exclusively in the Superior or State Courts of [County Name] County, Georgia.

2.11 Miscellaneous Provisions (a) Severability: If any provision is held invalid, the remainder of the Note shall remain in effect. (b) Waiver: No waiver of any term shall be deemed a further or continuing waiver. (c) Entire Agreement: This document constitutes the entire agreement between the parties regarding this loan. (d) Counterparts: This Note may be executed in counterparts and via electronic signature.

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3. EXECUTION & FORMAL SIGNATURE BLOCKS

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

FOR THE BORROWER:

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

WITNESS (Optional but Recommended in GA):
Signature: _____________________________________
Name: ________________________________________

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FOR THE LENDER:

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

WITNESS (Optional but Recommended in GA):
Signature: _____________________________________
Name: ________________________________________

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4. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Field Completion: Open the document in Microsoft Word or Google Docs. Replace all bracketed text (e.g., [Principal Amount]) with the specific terms of your transaction. Ensure the interest rate does not exceed Georgia usury caps (generally 16% for loans between $3,000 and $250,000, though specific exceptions apply).
2. Verify Authority: If the Borrower is a corporation or LLC, ensure the person signing is an authorized officer (CEO, Manager, Member) and obtain a Secretary’s Certificate or Resolution if the amount is significant.
3. Collateral Perfection: If this Note is "Secured," you must file a UCC-1 Financing Statement with the Clerk of the Superior Court in the appropriate Georgia county to "perfect" the security interest against third parties.
4. Digital Execution: If using DocuSign or Adobe Sign, ensure the platform generates a "Certificate of Completion" that captures the IP address, timestamp, and audit trail of the signatories.
5. Notice Requirement: In the event of default, you must send a formal "10-Day Notice" per O.C.G.A. § 13-1-11 via certified mail to the Borrower to legally qualify for the 15% attorney’s fee recovery.
6. Retention: Maintain the original wet-ink signed Note (if applicable) in a fireproof safe. Under the Georgia UCC, the "holder" of the original instrument has the primary right to enforcement. Scan a high-resolution PDF for digital records.