Promissory Note Template Minnesota

PROMISSORY NOTE (SECURED/UNSECURED)

Document ID: PN-MN-[YYYYMMDD]-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: State of Minnesota

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LEGAL DISCLAIMER: CLINICAL NOTICE

This Promissory Note is drafted in accordance with general principles of the Minnesota Uniform Commercial Code (UCC) and Minnesota Statutes Chapter 336. This document constitutes a legal instrument. It is not a substitute for formal legal counsel. Users should consult with a Minnesota-licensed attorney to ensure compliance with specific usury laws (Minn. Stat. § 334.01), tax implications, and perfecting security interests if collateral is involved.

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1. PARTIES AND PRINCIPAL TERMS

This Promissory Note (the "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] (the "Borrower").

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

PRINCIPAL AMOUNT: [Amount in USD] ($[Amount]) (the "Principal").

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2. PROMISE TO PAY

For value received, the Borrower promises to pay to the order of the Lender the Principal sum, together with interest on the unpaid Principal balance at the rate of [Interest Rate]% per annum, calculated on the basis of a 365-day year.

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3. PAYMENT SCHEDULE

The Principal and all accrued interest shall be due and payable as follows: (a) Installment Payments: Borrower shall make [Number] monthly payments of $[Amount] beginning on [Date] and continuing on the same day of each month thereafter. (b) Maturity Date: The entire remaining balance of Principal and accrued interest shall be due and payable in full on [Maturity Date] (the "Maturity Date"). (c) Application of Payments: All payments shall be applied first to the payment of accrued interest and then to the reduction of the Principal balance.

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4. PREPAYMENT

Borrower reserves the right to prepay the Principal amount, in whole or in part, at any time without penalty. Any partial prepayment shall not postpone the due date of any subsequent installments unless otherwise agreed upon in writing by the Lender.

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5. DEFAULT AND ACCELERATION

The occurrence of any of the following shall constitute an "Event of Default": (a) Borrower’s failure to pay any installment when due; (b) The filing of bankruptcy or insolvency proceedings by or against the Borrower; (c) A breach of any representation or warranty made herein. Upon the occurrence of an Event of Default, the Lender may, at its option, declare the entire unpaid Principal balance and all accrued interest immediately due and payable.

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6. LATE FEES AND DEFAULT INTEREST

If any payment is not received within [Number] days of the due date, Borrower shall pay a late fee of $[Amount]. Additionally, upon an Event of Default, the interest rate shall increase to [Default Rate]% per annum, not to exceed the maximum rate permitted by Minnesota law.

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7. GOVERNING LAW AND VENUE

This Note shall be governed by, and construed in accordance with, the laws of the State of Minnesota. Any legal action arising out of this Note shall be instituted exclusively in the state or federal courts located in [County Name] County, Minnesota.

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8. 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 attorney fees and court costs incurred by the Lender.

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9. WAIVERS

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

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10. ENTIRE AGREEMENT

This Note constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions or understandings. This Note may only be modified by a written instrument signed by both parties.

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EXECUTION & SIGNATURE BLOCKS

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

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

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Drafting: Replace all bracketed text (e.g., [Amount], [Date]) with actual data. Ensure the interest rate does not exceed Minnesota’s usury limit (consult Minn. Stat. § 334).
2. Verification: Confirm the legal name of the entity using the Minnesota Secretary of State’s Business Entity Search (mblsportal.sos.state.mn.us).
3. Authority: Ensure the individual signing has the corporate authority (via Board Resolution or Operating Agreement) to bind the entity.
4. Digital Signature: Utilize platforms such as DocuSign, Adobe Sign, or HelloSign. Ensure the "Audit Trail" feature is enabled to capture IP addresses and timestamps for authentication.
5. Execution: Ensure both parties receive a fully executed, timestamped digital copy.
6. Record Retention: Retain the original PDF in a secure document management system for a period of at least six (6) years following the maturity or full satisfaction of the debt, consistent with Minnesota statutes of limitations for contract actions.