Legal & IP
Promissory Note이란 무엇인가요?
정의
A promissory note is a written, legally binding promise by one party (the maker) to pay a specific sum to another party (the payee) at a specified time or on demand. It is the basic legal instrument underlying most loans — from personal loans between individuals to commercial bank financing and convertible debt in startup fundraising.
A valid promissory note contains: the principal amount; interest rate (or statement that no interest is charged); repayment schedule or demand terms; maturity date; and signatures of the maker. Notes can be secured (backed by collateral — property, equipment, stock) or unsecured. In startup financing, convertible notes are promissory notes with a conversion feature: if the company raises a qualifying financing round before maturity, the debt converts to equity at a discount (typically 15–25%) or at a valuation cap, whichever produces a lower conversion price. Promissory notes are negotiable instruments — they can be transferred (assigned) to third parties. The holder of a note is entitled to payment; in default, they can sue on the note directly. For related-party loans (family, friends), a documented promissory note establishes the loan as debt rather than a gift — avoiding gift tax complications and IRS reclassification issues. Many states require promissory notes to be in writing to be enforceable under the Statute of Frauds.
왜 중요한가
Whether you are lending money to a business, taking a convertible note investment, or structuring a seller-financed deal, the terms of the promissory note determine your rights, remedies, and risk. An attorney can draft a note that protects the lender's position, structure convertible note terms appropriate for the deal, and ensure the instrument is properly executed and enforceable.