Promissory Note Template Massachusetts

PROMISSORY NOTE (SECURED/UNSECURED)

Document ID: PN-MA-[YEAR]-[UNIQUE-ID] Effective Date: [Date of Execution] Version: 1.0 Governing Jurisdiction: Commonwealth of Massachusetts

STATUTORY & LEGAL COMPLIANCE NOTICE

THIS DOCUMENT IS A TEMPLATE PREPARED FOR GENERAL INFORMATIONAL PURPOSES. IT DOES NOT CONSTITUTE LEGAL ADVICE. PROMISSORY NOTES ARE SUBJECT TO THE MASSACHUSETTS UNIFORM COMMERCIAL CODE (M.G.L. C. 106) AND APPLICABLE USURY LAWS. CONSULT WITH A QUALIFIED MASSACHUSETTS ATTORNEY PRIOR TO EXECUTION TO ENSURE COMPLIANCE WITH CURRENT STATUTES, SPECIFICALLY REGARDING INTEREST RATE LIMITATIONS AND COLLATERAL PERFECTION REQUIREMENTS.

---

1. PARTIES

This Promissory Note ("Note") is made and entered into as of the Effective Date by and between:

BORROWER: [Borrower Full Legal Name], with a principal address at [Borrower Address] ("Borrower").

LENDER: [Lender Full Legal Name], with a principal address at [Lender Address] ("Lender").

2. PRINCIPAL SUM AND INTEREST

For value received, Borrower promises to pay to the order of Lender the principal sum of [Amount in USD] ($[Amount Numeric]), together with interest on the unpaid principal balance at a rate of [Percentage]% per annum, calculated on the basis of a 365-day year.

3. REPAYMENT TERMS

The principal and accrued interest shall be payable as follows: (a) Installments: Borrower shall make payments of $[Amount] beginning on [Date] and continuing on the [Day] of each [Month/Quarter] thereafter until [Maturity Date]. (b) Maturity: The entire remaining unpaid principal and all accrued interest shall be due and payable in full on [Maturity Date] ("Maturity Date"). (c) Application: All payments shall be applied first to accrued interest and then to the reduction of the principal balance.

4. PREPAYMENT

Borrower reserves the right to prepay the principal balance of this Note in whole or in part at any time without penalty. Any partial prepayment shall not postpone the due date of any subsequent installment unless otherwise agreed in writing by Lender.

5. 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 filing of bankruptcy or insolvency proceedings by or against Borrower; (c) Breach of any material representation or covenant contained herein. Upon an Event of Default, Lender may, at its option, declare the entire unpaid principal balance and all accrued interest immediately due and payable, without notice or demand.

6. LATE CHARGES

If any payment is not received by Lender within [Number] days of its due date, Borrower shall pay a late charge of [Percentage/Amount] of the overdue payment to compensate Lender for the costs of collection.

7. GOVERNING LAW AND VENUE

This Note shall be governed by, construed, and enforced in accordance with the laws of the Commonwealth of Massachusetts. Any legal action or proceeding arising under this Note shall be brought exclusively in the courts located in [County Name] County, Massachusetts, and the parties hereby consent to the personal jurisdiction of such courts.

8. WAIVERS

Borrower waives presentment for payment, notice of dishonor, protest, and notice of protest. No delay or omission on the part of the Lender in exercising any right hereunder shall operate as a waiver of such right or any other right.

9. COLLECTION COSTS

If this Note is placed in the hands of an attorney for collection, or if it is collected through any legal proceeding, Borrower agrees to pay all reasonable attorneys' fees and court costs incurred by Lender in connection therewith.

10. ENTIRE AGREEMENT

This Note constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, or representations. This Note may not be amended or modified except in a written instrument signed by both Borrower and Lender.

---

EXECUTION & SIGNATURE BLOCKS

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

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

---

STEP-BY-STEP EXECUTION & FILING GUIDE

1. Preparation: Open the document in a word processor. Replace all bracketed text (e.g., [Amount in USD]) with the specific terms of the loan. Do not leave any brackets empty.
2. Verification of Signatory Authority: If the Borrower is a corporation or LLC, ensure the person signing has the authority to bind the entity (e.g., a CEO or Manager). Verify this against the entity's Operating Agreement or Bylaws.
3. Interest Rate Compliance: Before finalizing, ensure the interest rate complies with Massachusetts usury laws (M.G.L. c. 271, § 49 generally prohibits interest rates exceeding 20% per annum without a specific license).
4. Execution: Use a secure digital signature platform (DocuSign, Adobe Sign, or HelloSign) to ensure an audit trail. If signing in wet ink, sign in duplicate originals so each party retains an original copy.
5. Record Retention: Retain the executed original in a secure, fireproof location or a centralized digital legal repository.
6. Filing: If the loan is secured by real or personal property, you must file a UCC-1 Financing Statement with the Massachusetts Secretary of the Commonwealth or the appropriate Registry of Deeds to perfect the security interest. Consult legal counsel for perfection procedures.