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A Demand To Pay Promissory Note is a legally binding written instrument in which a borrower (the maker) unconditionally promises to repay a stated principal amount β plus any accrued interest β to the lender (the payee) immediately upon written demand, without any fixed repayment schedule or maturity date. Because repayment is triggered by the lender's demand rather than a calendar date, the note gives the lender maximum flexibility: the loan can remain outstanding indefinitely or be called back within days, depending on the lender's needs. It functions as both a binding payment obligation and a negotiable instrument under applicable commercial law, meaning it can in principle be transferred to a third-party holder.
Without a written demand promissory note, a loan between parties β even a substantial one β may be treated by tax authorities as a gift, reclassified as equity, or disputed outright if the relationship deteriorates. Undocumented shareholder loans are among the most common triggers for CRA and IRS reassessments of owner-managed businesses. Beyond tax risk, an oral or informal loan leaves the lender with no clear enforcement mechanism: no defined grace period, no agreed interest rate, and no basis for recovering legal fees if collection becomes necessary. A properly executed demand note eliminates all four gaps, creates a clear evidentiary record of the debt, and gives the lender a straightforward path to enforcement through the courts if the borrower refuses to repay. This template provides a professionally drafted starting point that covers every essential clause, ready to customize and sign in under 30 minutes.
| If your situation is⦠| Use this template |
|---|---|
| Loan with a fixed repayment schedule and set maturity date | Term Promissory Note |
| Installment loan repaid in equal monthly payments | Installment Promissory Note |
| Interest-free loan between related parties | Non-Interest Bearing Promissory Note |
| Loan secured by specific collateral such as equipment or real estate | Secured Promissory Note |
| Comprehensive loan agreement with covenants and representations | Loan Agreement |
| Bridge financing convertible into equity at a future round | Convertible Promissory Note |
| IOU for a small informal personal loan between individuals | Personal Loan Agreement |
Why it matters: A note signed by 'ABC Consulting' instead of 'ABC Consulting LLC' can be unenforceable against the entity, leaving the lender with no recourse beyond the individual who signed.
Fix: Confirm the borrower's exact registered entity name from the applicable corporate registry before completing the parties clause.
Why it matters: Interest charged above the legal maximum is unenforceable; in some jurisdictions, a usurious rate voids the entire interest obligation and may subject the lender to civil or criminal penalties.
Fix: Check the usury limits for both commercial and consumer loans in the governing jurisdiction before inserting an interest rate, and document the source you relied on.
Why it matters: Without a written demand requirement, disputes over whether and when a demand was made are decided by credibility alone β and courts often find in the borrower's favor when no written record exists.
Fix: Specify in the note that demand must be in writing and identify the acceptable delivery methods and notice addresses for both parties.
Why it matters: If the borrower files for bankruptcy before a demand is made, a lender with no insolvency-based default trigger may be treated as an unsecured creditor with no acceleration rights, losing priority to other creditors.
Fix: Include insolvency, assignment for creditors, and commencement of bankruptcy proceedings as independent Events of Default that trigger acceleration without a prior demand.
Why it matters: A promissory note is typically a negotiable instrument, and courts in many jurisdictions require production of the original to enforce it. A copy alone may be insufficient, especially if the borrower disputes the debt.
Fix: Designate the lender as the holder of the original signed note at execution, store it securely, and provide the borrower with a certified copy for their records.
Why it matters: Without a clear advance date, calculation of accrued interest becomes a disputed question of fact, and the statute of limitations on enforcement may run from an ambiguous starting point.
Fix: Record both the note execution date and the actual loan advance date explicitly. If the advance occurs on a different date than signing, note both and specify when interest begins to accrue.
In plain language: Identifies the lender (payee) and borrower (maker) by their full legal names and addresses, establishing who is bound by the note.
FOR VALUE RECEIVED, [BORROWER FULL LEGAL NAME], of [BORROWER ADDRESS] ('Maker'), promises to pay to the order of [LENDER FULL LEGAL NAME], of [LENDER ADDRESS] ('Payee'), the principal sum of [AMOUNT IN WORDS] ($[AMOUNT IN FIGURES]).
Common mistake: Using informal names or trade names instead of the borrower's full legal name. If the borrower is a corporation or LLC, the entity name must match its registered name exactly or enforcement against the entity β not the individual β becomes complicated.
In plain language: States the exact dollar amount lent, written in both numerals and words to eliminate ambiguity.
The principal sum of [AMOUNT IN WORDS] dollars ($[AMOUNT IN FIGURES] [CURRENCY]) advanced by Payee to Maker on [ADVANCE DATE].
Common mistake: Omitting the advance date or stating an amount that differs between the words and figures fields. Courts typically default to the written-words amount when the two conflict, which may not match the actual loan.
In plain language: Sets the annual interest rate, how interest accrues (simple or compound), and the calculation basis (e.g., 365-day year).
This Note shall bear interest on the unpaid principal balance at the rate of [X]% per annum, calculated on the basis of a 365-day year, accruing daily from the date of advance until repaid in full.
Common mistake: Setting an interest rate without checking the usury ceiling for the governing jurisdiction. Rates above the statutory maximum are unenforceable and, in some jurisdictions, void the entire interest obligation.
In plain language: States that the full outstanding principal and accrued interest are due and payable immediately upon the lender's written demand, with no fixed maturity date.
The entire outstanding principal balance of this Note, together with all accrued and unpaid interest, shall be due and payable in full ON DEMAND by Payee, upon written notice delivered to Maker at the address set out above.
Common mistake: Failing to specify the form of demand β oral vs. written, and the delivery method. Oral demands are difficult to prove. Requiring written notice sent by email or certified mail creates a clear evidentiary record.
In plain language: Specifies the number of days the borrower has to repay after receiving a demand notice before the lender can declare a default and pursue remedies.
Upon receipt of written demand, Maker shall repay the full outstanding principal and accrued interest within [NUMBER] business days. Failure to repay within this period shall constitute an Event of Default under this Note.
Common mistake: Omitting a grace period entirely. Without one, the borrower has no practical time to arrange funds, and the note may be challenged as commercially unreasonable β particularly in consumer loan contexts.
In plain language: Defines events of default beyond non-payment β such as insolvency or assignment for creditors β and sets out the lender's remedies, including acceleration of the full balance.
An 'Event of Default' shall include: (a) failure to repay within the grace period after demand; (b) Maker becoming insolvent or making an assignment for the benefit of creditors; or (c) commencement of bankruptcy, receivership, or similar proceedings against Maker. Upon any Event of Default, all outstanding amounts shall become immediately due and payable at Payee's election.
Common mistake: Limiting default events to non-payment only. If the borrower becomes insolvent but hasn't missed a payment yet, a lender with no insolvency-triggered default clause may lose priority to other creditors.
In plain language: Requires the borrower to pay the lender's reasonable legal fees and collection costs if the lender must take legal action to recover amounts owed.
In the event of default, Maker shall pay all costs of collection incurred by Payee, including reasonable attorneys' fees and court costs, whether or not litigation is commenced.
Common mistake: Omitting this clause and then being unable to recover legal costs after winning a collection judgment. Without an express contractual fee-shifting provision, each party typically bears its own legal costs under the American Rule.
In plain language: The borrower waives technical notice requirements under negotiable instruments law, simplifying enforcement for the lender.
Maker hereby waives presentment for payment, notice of non-payment, protest, and notice of protest and dishonor of this Note.
Common mistake: Deleting this clause to 'simplify' the document. Without the waiver, the lender may need to follow strict presentment formalities under the applicable Uniform Commercial Code or Bills of Exchange Act before pursuing default remedies.
In plain language: Specifies which jurisdiction's law governs interpretation and enforcement of the note and where disputes must be resolved.
This Note shall be governed by and construed in accordance with the laws of the [STATE / PROVINCE / COUNTRY], without regard to its conflict of laws principles. Maker consents to the exclusive jurisdiction of the courts of [JURISDICTION] for any action to enforce this Note.
Common mistake: Choosing a governing law with no connection to either party or the loan transaction. Some jurisdictions β particularly US states β require a meaningful nexus between the parties and the chosen law for the selection to be honored.
In plain language: Confirms the note is the complete agreement between the parties on this loan and that amendments require written consent from both parties.
This Note constitutes the entire agreement between the parties with respect to the loan described herein and supersedes all prior oral or written understandings. This Note may not be amended, modified, or waived except by a written instrument signed by both parties.
Common mistake: Allowing oral modifications by not including this clause. A lender who verbally agrees to extend a repayment deadline may inadvertently waive their right to enforce the original demand terms.
Use the borrower's and lender's full legal names β for companies, the registered entity name β and their current mailing addresses. If the borrower is signing in a personal capacity as guarantor of a business debt, note that distinction explicitly.
π‘ Run a quick corporate registry search to confirm the borrower entity's exact registered name before filling in the parties clause.
Write the loan amount in full words followed by the numeral in parentheses and specify the currency. Record the actual date the money was or will be advanced, not the date the note is signed if they differ.
π‘ If the loan is being advanced in tranches, consider attaching a draw schedule rather than trying to capture multiple advance dates in the body of the note.
Enter the annual interest rate and specify whether it compounds or accrues as simple interest. Before finalizing, verify the applicable usury ceiling for the governing jurisdiction β federal and state or provincial limits differ for commercial vs. consumer loans.
π‘ For zero-interest loans between related parties, consult a tax advisor first. Tax authorities in the US, Canada, and the UK may impute a market interest rate on below-market loans between related entities.
Specify that demand must be in writing and state the delivery method β email with read receipt, certified mail, or courier. Then set the grace period in business days (typically 5β10 days for commercial loans, up to 30 days for personal ones).
π‘ Include both parties' email addresses in a notices clause so there is no dispute about where written demand must be sent.
Beyond non-repayment after demand, include insolvency events, assignment for the benefit of creditors, and commencement of bankruptcy or receivership proceedings. For corporate borrowers, add change of control as a default trigger if the lender's decision to lend was based on specific ownership.
π‘ Review the borrower's existing debt obligations before finalizing default triggers β conflicting default clauses across multiple notes can create unintended cross-default situations.
Confirm the costs-of-collection clause specifying attorneys' fees is in the note, and retain the presentment waiver. These two clauses materially improve the lender's enforcement position if the borrower defaults.
π‘ Some US states limit or disallow contractual attorney-fee provisions in consumer loan agreements β verify applicability before including the clause.
Select the jurisdiction whose law will govern the note β typically where the lender is located or where the borrower operates. Ensure the chosen state or province has a usury ceiling that accommodates your interest rate.
π‘ If the borrower is in one US state and the lender in another, the governing-law clause is especially important β courts will usually honor a commercially reasonable choice of law between sophisticated parties.
Both parties should sign the note before or at the time funds are transferred. The lender should retain the original signed note; the borrower should receive a copy. For higher-value loans, witness signatures or notarization adds evidentiary weight.
π‘ Store the executed original in a secure location β a promissory note may be a negotiable instrument, and the original document is required for enforcement in many jurisdictions.
A demand to pay promissory note is a written, legally binding promise by a borrower to repay a specific principal amount β plus any accrued interest β to the lender immediately upon written demand. Unlike a term note with a fixed maturity date, a demand note has no scheduled repayment date. The lender may call the loan at any time by delivering written notice to the borrower, who then has a specified grace period to repay in full.
A term promissory note has a fixed maturity date on which the full balance becomes due, and often includes a scheduled repayment plan in the interim. A demand note has no maturity date β it is due whenever the lender demands repayment. Demand notes give lenders maximum flexibility but may be less suitable when the borrower needs certainty about the repayment timeline, such as for long-term capital investment.
A demand promissory note is generally enforceable when properly executed β signed by the borrower, supported by actual consideration (the loan amount), and compliant with the usury laws of the governing jurisdiction. Enforceability depends on the note being complete, unambiguous, and executed before or at the time of the loan advance. Consulting a lawyer is advisable for higher-value loans or cross-border arrangements.
Notarization is not required for a demand promissory note to be enforceable in most US states, Canadian provinces, or UK jurisdictions. However, notarization adds evidentiary weight, makes it harder for the borrower to deny the signature, and is advisable for loans above $10,000 or between parties with a complex relationship. Some states require notarization for real-estate-secured notes regardless of amount.
The appropriate rate depends on the nature of the loan and the governing jurisdiction. Commercial demand notes often use the prime rate plus a spread β for example, prime plus 2%. Consumer loans are subject to stricter usury caps, which vary by US state from roughly 10% to 25% annually. For loans between related parties, tax authorities may impute a minimum rate (the IRS Applicable Federal Rate in the US, or the prescribed rate in Canada) even if the parties agree to zero interest.
Yes, interest can be charged on loans between family members, and in many cases it should be. In the US, Canada, and the UK, tax authorities scrutinize below-market or interest-free loans between related parties and may impute interest income to the lender regardless of what the note says. Charging at least the applicable statutory minimum rate β the IRS AFR in the US or the CRA prescribed rate in Canada β avoids deemed- interest treatment and reduces the risk of the loan being reclassified as a gift.
If the borrower fails to repay within the grace period specified in the note after receiving written demand, an Event of Default occurs. The lender may then pursue the full outstanding balance plus accrued interest through civil litigation, obtain a judgment, and enforce it against the borrower's assets. A well-drafted note accelerates the entire balance on default and entitles the lender to recover reasonable attorneys' fees and collection costs.
The statute of limitations typically runs from the date the lender's demand is made β not from the date the note was signed. In most US states, the limitation period for written contracts is 4 to 6 years. In Canada, provincial limitation periods are generally 2 years from the date a claim is discovered. In the UK, the Limitation Act 1980 provides a 6-year period. Because the clock starts on demand, a lender who never formally demands repayment may preserve the right to do so indefinitely β though courts can find implied waiver after very long periods.
Witness signatures are not legally required in most jurisdictions but are advisable for loans above $5,000 or where a dispute is foreseeable. A guarantor β a third party who agrees to repay if the borrower defaults β should be documented in a separate guarantee agreement rather than on the face of the note itself, to avoid ambiguity about the guarantor's obligations and the effect of any amendments to the note.
A promissory note is generally a negotiable instrument under Article 3 of the US Uniform Commercial Code, the Canadian Bills of Exchange Act, and the UK Bills of Exchange Act 1882. This means the lender (payee) can endorse and transfer the note to a third party, who then becomes the new holder with the right to demand repayment. To prevent transfer without the borrower's consent, include a non-negotiability clause stating the note is not transferable or assignable without written consent.
A term promissory note sets a fixed maturity date and often a scheduled repayment plan, giving the borrower certainty about when and how much is owed. A demand note gives the lender the right to call the full balance at any time. Use a term note when the borrower needs a defined repayment horizon for planning; use a demand note when the lender needs maximum flexibility to retrieve funds quickly.
A loan agreement is a comprehensive contract covering representations, covenants, conditions precedent, reporting obligations, and detailed remedies β suited to larger, more complex financing arrangements. A demand promissory note is a shorter, simpler instrument that captures the core payment obligation. For loans between sophisticated commercial parties above $50,000, a loan agreement typically provides better protection than a standalone note.
A secured promissory note ties the repayment obligation to a specific piece of collateral β equipment, inventory, or real property β giving the lender priority over that asset in a default. A demand note is unsecured, meaning the lender is a general creditor. If the loan is material and the borrower has identifiable assets, a secured note or a note paired with a security agreement provides meaningfully stronger protection.
A convertible promissory note includes a mechanism to convert the outstanding debt into equity at a future financing event, typically at a discount to the round price. A demand note is a pure debt instrument with no equity conversion feature. Use a convertible note for startup bridge financing where equity upside is part of the deal; use a demand note for straightforward loans where cash repayment is the only intended outcome.
Private lenders use demand notes for short-term bridge financing where the ability to call the loan on short notice is essential to portfolio liquidity management.
Real estate investors use demand notes for short-term acquisition financing between related entities, often pending a refinance or property sale that will trigger full repayment.
Accounting and law firms advise owner-managed businesses to formalize shareholder loans with demand notes to satisfy tax authority documentation requirements and preserve the loan characterization.
Angel investors and founders use demand notes to document bridge loans advanced ahead of a formal convertible note or equity round, preserving the lender's right to call the loan if the round does not close within an expected timeframe.
Demand promissory notes are governed by Article 3 of the Uniform Commercial Code in all US states. Usury limits vary significantly by state β New York caps consumer rates at 16% while some states impose no cap on commercial loans. The IRS requires loans between related parties to charge at least the Applicable Federal Rate (AFR) to avoid imputed interest and potential gift tax treatment. California imposes additional consumer-protection disclosures for loans under $40,000.
Canadian demand notes are governed by the federal Bills of Exchange Act and applicable provincial law. The Criminal Code caps effective interest at 60% per annum for all loans. The CRA prescribed rate applies to below-market loans between related parties for income-attribution purposes. Quebec's Consumer Protection Act imposes strict disclosure requirements on consumer loans, and notes must be in French for provincially-regulated consumer transactions in Quebec.
UK demand notes are governed by the Bills of Exchange Act 1882. The Financial Conduct Authority regulates consumer credit agreements, and consumer demand notes may require FCA authorization and specified disclosures under the Consumer Credit Act 1974. The Limitation Act 1980 provides a 6-year enforcement window running from the date of demand. Stamp Duty is not typically payable on a simple promissory note in the UK.
EU member states each maintain their own laws on promissory notes and consumer credit. The EU Consumer Credit Directive imposes mandatory disclosure requirements and cooling-off periods for consumer loans up to β¬75,000. Interest rate caps vary widely β France enforces a usury rate published quarterly by the Banque de France, while Germany applies civil-code good-faith limits. Cross-border enforcement within the EU is facilitated by the Brussels I Regulation, but the governing law clause remains essential.
| Path | Best for | Cost | Time |
|---|---|---|---|
| Use the template | Straightforward domestic loans between individuals or small businesses under $25,000 | Free | 20β30 minutes |
| Template + legal review | Loans above $25,000, related-party loans with tax implications, or cross-provincial or cross-state arrangements | $200β$500 for a one-hour lawyer review | 1β2 business days |
| Custom drafted | Commercial loans above $100,000, loans with complex default structures, or multi-jurisdiction enforcement requirements | $800β$3,000+ | 3β7 business days |
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