Note Payable: Key Terms, How They Work
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During the course of business, it's inevitable that you'll come across a note payable at some stage or another. When you do you must understand what it is, how it works, and what its requirements are.
To enable you to do this, this post will look at notes payable in more detail and show you what they are, what information they should contain, and how you should account for them.
What is a Note Payable?
A note payable, or promissory note , is a written agreement where a borrower obtains a specified amount of money from a lender and promises to pay it back over a specific period. In simple terms, a note payable is a loan between you and a lender. The lender can be an individual, a financial institution, or even a company.
In terms of the agreement, the interest rate may be fixed where you'll pay the same interest rate on the amount outstanding over the life of the loan. It could also be variable where the interest on the loan changes based on certain factors, such as a benchmark interest rate.
Typically, a note payable contains the following information:
- The amount to be paid in terms of the note.
- The interest rate applicable to the loan.
- The maturity date.
- Name of the maker or payer of the loan.
- Name of the payee.
- The signature of the person who issued the note with the date signed.
Understanding Note Payables
Examples of when you may need to use a note payable when:
- You buy materials in bulk from a supplier or manufacturer.
- You buy a building or equipment for your business.
- You loan a substantial amount of money from a bank or other financial institution.
Keep in mind, though, that these are just examples of where notes payable may be used and there are many more, depending on the type of business you have.
Also, notes payable can be classified as short-term or long-term liabilities. As such, when the note payable is due within 12 months from the date of signature, it's classified as a short-term liability. Furthermore, it is classified as a current liability on the company’s financial statements because it is paid within the company’s operating period. In contrast, if it's payable at a later date, it's classified as a long-term liability. Long-term liability is generally used to determine a company’s solvency.
Irrespective of whether it's a long-term or short-term liability, at any time when a note payable is issued, your bookkeeper or accountant should classify it as notes payable. In contrast, if you are owed an amount in terms of a promissory note, your account should classify it as a note receivable.
Here is an article about note payables in more detail.
Example of a Note Payable
With that in mind, let's look at an example of a note payable. Let's say Steve borrows $60,000 from Bob on 1 February 2021. Steve signs the note payable and agrees to pay Bob $60,000 two years later, or by the latest 31 January 2023. In addition, Steve also agrees to pay all Bob a 20% interest rate per year, payable every two months.
In Steve's balance sheet the note payable will be classified under long-term liabilities because the amount is due after 12 months. Remember, if the amount was due within 12 months, it would be a short-term liability and would be classified under current liabilities in the balance sheet.
In Steve's journal, the amount he receives in terms of the note payable, $60,000, will be debited to his cash account and will be credited to the notes payable account.
In addition, the interest on the note payable will need to be recorded every time interest is paid. To do this, Steve will set up an interest payable account under his current liabilities because the interest is paid short-term.
Here, Steve will credit the interest payable account with the amount of interest due, which, in this case, amounts to $2,000. He will also debit the interest expense account with the same amount.
When the interest is paid, Steve will debit the interest payable account and credit his cash account with $2,000. Keep in mind that every time interest is paid in terms of the note payable, Steve will need to make this entry.
Key Terms in a Note Payable
For a note payable to be a valid and enforceable legal agreement, it must include the following key terms:
- The loan amount.
- The repayment dates.
- The interest rate.
- Default terms.
- The names of both the lender and the borrower.
- The mailing address where each payment is mailed to.
Besides these terms, the lender may also require certain restrictive terms as part of the agreement. These can include, for instance, terms that prevent the paying of dividends to investors while any part of the loan is still outstanding.
Often, if these terms are breached, the lender then has a right to call up the loan, although it is possible for the lender to waive these breaches and continue to accept monthly or periodic payments from the borrower. Also, a note payable may require collateral as security for the loan.
It's also important to keep in mind that, for a note payable to be valid and enforceable, the borrower should print, sign, and date the note payable.
Image via Pexels by Andrea
Notes Payable vs. Accounts Payable
Although accounts payable and notes payable are both liabilities and represent amounts payable to businesses or financial institutions, there are some significant differences between the two.
Accounts payable are always short-term liabilities because they are due and payable within one year. These accounts payable involve credit received from businesses and vendors which require no written agreements and usually, no interest is charged on them. Accounts payable are typically day-to-day business expenses that businesses incur including supplies, utilities, goods, or professional services.
As said above, notes payable are written agreements that involve interest and can be classified as long-term or short-term liabilities.
Get Help With A Note Payable
Because notes payable often involve substantial amounts of money with interest, they must contain accurate and relevant information.
Fortunately, many financial services lawyers can help you when it comes to notes payable and give you the advice you need. If you need any more information on notes payable or advice regarding them, feel free to visit our website where you’ll find many other resources.
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ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.
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Meet some of our Note Payable Lawyers
Donya G.
Donya G.
I am a New York and Connecticut–licensed contracts attorney with over 25 years of legal and business experience. I focus on drafting, reviewing, and negotiating commercial agreements, advising small businesses and international brokerage firms — particularly in eCommerce acquisitions. My practice includes asset purchase agreements, master services agreements, operating agreements, employment agreements, and a broad range of commercial contracts, as well as merchant services defense, breach of contract matters and arbitration. I have served as General Counsel to small businesses, a Vice President at an investment bank, a Civil Court Arbitrator and Hearing Officer, and a Judicial Clerk to a Civil Court Judge. My combined legal and business background enables me to deliver practical, strategic counsel tailored to each client’s objectives.
"Donya was an amazing partner and was very patient and diligent in dealing with the APA and OA. I highly recommend her as she knows her stuff, is confident, and always has your back."
Lori B.
With over 25 years of legal experience, I can assist your legal needs -promptly and professionally. I am a business, contract and real estate lawyer with extensive experience in company formation, sale of businesses, business purchase and sale transactions, commercial and residential leases, employment and the sale of real property.
"Lori provided the services exactly as described in the project scope. She was efficient and thorough in her feedback! I would reach out to her again in the future."
Alton H.
I am a U.S.-licensed attorney with more than a decade of experience in complex litigation and intellectual property matters. I have practiced at leading Am Law firms including Pillsbury Winthrop Shaw Pittman, Arent Fox, and Sughrue Mion, and I currently operate my own law practice. I have extensive experience handling high-stakes patent litigation, drafting pleadings and briefs, managing large-scale discovery, preparing and defending depositions, and appearing before federal courts and administrative bodies such as the PTAB and ITC. I hold a J.D., cum laude, from The George Washington University Law School and advanced technical degrees in chemistry and chemical engineering, which allow me to efficiently handle technically complex matters. I am admitted in multiple jurisdictions, including New York, Virginia, New Jersey, and the District of Columbia, and I regularly provide high-quality remote legal support to clients nationwide.
"Alton reviewed and finalized two complex agreements for us: an Independent Contractor Agreement and a Phantom Equity Agreement with Section 409A compliance, cross-border considerations, and layered compensation. We came in with detailed drafts and a review package, and he worked through every item methodically. He identified the right issues, asked the right questions, and delivered clean execution-ready documents on time. Highly recommend for anyone with executive-level contractor or equity compensation work."
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Experienced Attorney with an MBA in Finance who provides a business-oriented mindset and thrives in a collaborative environment with a-typical challenges. Possesses exceptional skills in legal research, drafting and enforcing contracts, skillful in negotiations and mediations, drafts extremely persuasive pleadings, attacks depositions with zeal for my clients. Experience includes Business Management and IT Consulting with a successful track record managing outside relationships, associated costs, and optimizing outcomes for client(s). Effectively restructures antiquated business processes and incorporates technology and best practices to effectuate progressive outcomes for business clients. Partners collaboratively with business leaders to advance company objectives while minimizing risk to ensure internal and external compliance, increased profitability, and diverse practices. Dynamic communicator with the interpersonal skills to build trusting relationships with executives, management, and employees of various backgrounds, expertise, and styles.
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Tiffany O.
Tiffany received her Juris Doctorate from the J. Reuben Clark Law School, Magna Cum Laude. She is admitted to the Utah State Bar and the New Mexico State Bar. She practices in the areas of real estate, general business, business formation, employment agreements, and civil litigation.
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Zenaida R.
I am an active member of The Florida Bar, having successfully passed the Florida Bar Examination in September 2023. My legal career spans over seven years, beginning with extensive experience as a law clerk, where I supported attorneys and developed a strong foundation in client-focused legal work. I focus my own practice on business and estate planning matters, including entity formation, corporate governance and compliance, commercial transactions, and long-term planning for individuals, families, and business owners. My estate planning practice focuses on helping individuals and families protect their assets, plan for incapacity, and ensure their wishes are carried out with clarity and confidence. I regularly prepare wills, trusts, powers of attorney, health care directives, and related planning documents, and I take a personalized, practical approach to each plan—ensuring it reflects the client’s goals, family dynamics, and long-term needs while remaining fully compliant with Florida law.
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Debt Collection
Note Payable
New York
I need to sue on an unpaid promissory note
The note was written back in March 2019 I hired an attorney and he has done nothing for me! I made tons of requests to try to settle out of court with this man and he just keeps blowing me off
Jane C.
An attorney needs to review what has been done so far on the case and move forward from there.
Loans
Note Payable
New York
Can a note payable be transferred to another party without the lender's consent?
I recently entered into a loan agreement with a lender, where I borrowed a significant amount of money and agreed to repay it over a specified period of time. However, due to unforeseen circumstances, I am now unable to continue making the payments on the note payable. I have found another individual who is willing to take over the repayment of the loan, but I am unsure if I can transfer the note payable to this person without obtaining the lender's consent. I would like to know if it is legally permissible to transfer a note payable to another party without the lender's consent, and if not, what options are available to me in this situation?
Damien B.
Hello! Most loan agreements contain clauses that prohibit the assignment or transfer of the borrower's obligations without the lender's written consent. This is because the lender approved the loan based on your financial status and creditworthiness, and transferring the loan would introduce a new party with potentially different credit risks. If the agreement does not allow for an assignment and If the lender does not consent to a transfer, one possibility is that you could enter into a private agreement with the individual where they make the payments on your behalf. However, you would remain liable to the lender if they default. If you have a follow-up question or would like a consultation or further legal services, you can let me know. There should be a button on your page or app that allows you to request a proposal from me specifically for the legal service you request. Best regards, Attorney Damien B.
Contracts
Note Payable
Virginia
I loaned money to a 5013c organization, I want a lawyer to look over the contract, worried about them defaulting on it
I am worried about a 5013c organization defaulting on a promissary note, they do not seem to have their act together, want to have a lawyer look over the promissary note and get advice on what happens if they default on it
Donya G.
Sure. I take it they have not yet signed as yet? You can draft the agreement with some protections to ensure payment; however, you need to keep in mind that payment will always be contingent on whether they have money to pay or not. I am a contracts attorney and if you you would like my services, you can contact me on the contracts counsel website, or post your job on the website and attorneys will respond to your job. All the best Donya Gordon
Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.
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