Promissory Notes: History and Requirements

The first records of the Promissory Note take us back to the Middle Ages, a time when bills of exchange appeared, which were used in commercial transactions. The promissory note, in itself, has the same effectiveness as a court sentence, handed down during a process, that is, it can be executed. Find out everything.


The first records of the Promissory Note take us back to the Middle Ages, a time when bills of exchange appeared, which were used in commercial transactions. Throughout the evolution of bills of exchange, there was a period in which bankers received deposits from merchants.

In return, bankers issued documents in their own handwriting (chirographs), in which they promised to pay the sum deposited to the depositor, or to a representative, when claimed. This is the so-called Italian period and scholars believe this to be the moment in which the promissory note appeared.

Naturally there was evolution and the milestone that defined the promissory note as a title of credit different from the bill of exchange occurred with its regulation, through old French law, which through articles 187-188 of its Commercial Code of 1807, called it “ billet à ordre, establishing its general principles.

In Brazil, the first official records date back to the Commercial Code of 1850. Articles 354 – 424 dealt with the bill of exchange. Article 425 established land bills, which corresponded to bills of exchange and were drawn and accepted in the same province. In relation to the promissory note, the regulation was not so broad. The provision was in articles 426 and 427, also applying, where applicable, the provisions relating to bills of exchange.

In 1908, Decree No. 2,044 revoked the provisions relating to exchange transactions established in the Commercial Code and regulated the promissory note in its articles. 54 and 55. However, this rule was also limited in terms of regulating the promissory note.

In 1966, Brazil adhered to the Geneva Convention and, through Decree No. 57,663, promulgated the Uniform Law, relating to Bills of Exchange and Promissory Notes. Also known as LUG (Geneva Uniform Law), the promissory note is dealt with in arts. 75-78, which establish their requirements, their validity, the applications of the specific rules of the bill of exchange and the issuer's obligations.


The promissory note, like the check and the duplicate, is a credit instrument, to which the law, through article 585, item I of the Code of Civil Procedure, attributes extrajudicial executive effectiveness. This means that, as long as the legal requirements are met (see below), the promissory note, in itself, has the same effectiveness as a court sentence, handed down during a process. In other words, both the court sentence and the promissory note can be executed.

Therefore, the issuance of a Promissory Note entails an obligation. Upon maturity of the obligation, the debtor must pay the promised amount directly to the creditor, who, upon receiving the corresponding amount, must issue a receipt, in a box, or on the promissory note itself, returning it to the issuer.

If the obligation is not paid on the due date, the creditor will have two options: 1) take the title to protest, or 2) promote, through a lawyer, the execution of the debt.

Executing the debt means using the debtor's assets, taking from him as many assets as are sufficient to cover his default. Thus, the consequence of execution is the seizure of the debtor's assets. Naturally, said goods must be evaluated and auctioned.

In the same way as with checks (see here), for the execution of the Promissory Note, it is not necessary to protest. All you need to do is default on the obligation on the due date. The execution will be filed, the debt will be presumed, and the debtor (alleged debtor) will be responsible for proving payment, which he will do by presenting a receipt.

The protest due to the default of the promissory note, in practice, only has the effect of exerting coercion on the debtor, since, with the protest, the debtor will have his credit undermined, as financing, opening and/or granting of credit, etc., do not are approved if the person has a protest for non-payment. Furthermore, the protest serves as a preparatory measure for the person's bankruptcy filing.

The legal entity issuing the promissory note, which does not pay it when due, is subject to bankruptcy, as long as the protest has occurred.

To file both an enforcement action and bankruptcy, it is enough for the creditor to indicate the default, and it is not necessary to clarify in advance about the origin of the value, which can only be discussed if the debtor defends himself in accordance with the law.< br> 
The creditor, in possession of the protested promissory note, must choose between promoting execution or filing for bankruptcy, highlighting that the latter is not a means of collection.

The deadline for the creditor to promote execution or file for bankruptcy is five years after maturity. Even so, if five years have passed without action, the creditor may still take monitoring action to receive the amounts.

As can be seen, the promissory note is effective for formalizing a promise to pay, because, if it is not paid, it allows the creditor to take legal measures that produce good results.


The Uniform Law indicates the necessary requirements that must be included in the promissory note, namely:

I - Name: in accordance with art. 75, 1, of the Uniform Law, the title “Promissory Note” must be included in the title, expressed in the text itself and in the language used for its writing. This requirement aims to identify the title, so that its subscribers know the nature of the obligation they have assumed.

II - Pure and simple promise to pay a specified amount: the promissory note has the legal nature of a promise to pay, therefore, the promise must be pure and simple and its amount must be exact. The amount may be mentioned in figures or in words. If there is a discrepancy between the amount in figures and words, the latter will prevail. And if the amount is written differently more than once in numbers or in writing, the lower amount will prevail. (Art. 6 c/c art.77).

III - Name of the person to whom or to whose order it must be paid: As it is a security to order, it is necessary to indicate the name of the beneficiary, and a promissory note to the bearer is not permitted . In this way, the issuer is responsible for paying the promise contained in the promissory note to the person who is entitled to exercise the right. Therefore, the promise is not made only to the borrower, to the name that appears first on the title. The promissory note is created to circulate, therefore, the issuer's promise will obligate him “in relation to those who in the future become holders of the credit rights arising from the title.”

IV - Indication of the date on which the promissory note is issued: Indication of the date is an essential requirement and may, in part, be done in numbers. We can have the day and year indicated by numerals. The indication of the month, however, must always be written in full. This requirement allows us to verify several legal facts, such as the debtor's legal capacity at the time of issuing the title or the maturity of the note on time, among others.

V - The signature of the person issuing the promissory note (subscriber): This is an essential requirement, as it is through the signature that the issuer is bound by the promise of payment contained in the promissory note. This is because the promissory note is not subject to acceptance and with the signing of the title, the subject becomes the main debtor of the relationship. Therefore, the issuer must sign in his or her own hand.


Having verified the essential requirements of the Promissory Note, we also note the existence of requirements whose absence will not affect the effectiveness of the document. They are:

I - Payment period:

The date for payment of the Promissory Note is not an essential requirement and, failing that, its due date will be considered immediate. The legal provision is in art. 76, paragraph 2, of the Uniform Law.

Therefore, the lack of indication of a date for payment will not imply the invalidity of the title.

II - Indication of the location for payment:

In the absence of an indication of the location for payment, it is understood that payment must be made where it was issued, that is, the place where the title was issued. This is what article 76, paragraph 3 of the LUG prescribes, with the place of issue of the title also being understood as the subscriber's domicile.

III - Indication of the place where the Promissory Note is issued:

The place designated next to the subscriber's name will be considered as the place of issue (article 76, paragraph 4, LUG).


Click here to see how a promissory note should be completed.

WRITTEN BY: FRANCÊ Advogados (Automatic translation by Google)




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