Promissory Note Generator

The Brazilian promissory note (nota promissoria): a complete primer

A Brazilian nota promissoria is a credit instrument (titulo de credito) by which the issuer (the emitente) makes an unconditional written promise to pay a certain sum of money, at a fixed or determinable date, to a named beneficiary (the beneficiario or tomador). It is governed primarily by Decree 2.044/1908 and by the Uniform Law on Bills of Exchange and Promissory Notes, incorporated into Brazilian law by Decree 57.663/1966 (the Geneva Uniform Law of 1930). It is also subject to the general rules on credit instruments set out in articles 887 to 926 of the Brazilian Civil Code, which apply on a supplementary basis.

Unlike the U.S. promissory note, which is largely a creature of state commercial codes and the UCC Article 3, the Brazilian instrument is strictly formalistic: a defect in any mandatory element does not turn it into a defective promissory note — it ceases to be a promissory note at all, becoming at best a common written acknowledgment of debt (confissao de divida) that loses the privileges of cambial execution. The instrument is autonomous, abstract and literal: whoever holds it in good faith may demand payment regardless of the underlying business relationship, and any defense the debtor wishes to raise must come from the document itself.

Because of these features, the nota promissoria is widely used in real-estate transactions, in loans between individuals, in supplier credit, and as a guarantee attached to private contracts (the so-called nota promissoria pro-soluto or pro-solvendo). It is one of the few documents that, under article 784 of the Brazilian Code of Civil Procedure, qualifies as an titulo executivo extrajudicial — meaning the creditor can skip the recognition phase of a lawsuit and go straight to execution.

Mandatory legal requirements

Article 75 of the Uniform Law (Annex I of Decree 57.663/1966) lists the elements without which the document is not a promissory note:

• The denomination Nota Promissoria written in the body of the document, in the same language used to draft the rest of the text.
• A pure and simple promise to pay a determinate sum of money (no conditions, no counter-performance attached).
• The maturity date (epoca do pagamento) — if omitted, the note is deemed payable at sight (a vista).
• The place of payment — if omitted, the place of issuance is presumed.
• The name of the beneficiary (no bearer notes are admitted under Brazilian law).
• The date and place of issuance.
• The signature of the issuer — handwritten; rubber stamps and digital images do not satisfy the cambial requirement except when accompanied by an ICP-Brasil qualified electronic signature.

The amount may be written in both figures and in full text (por extenso). When the two diverge, article 6 of the Uniform Law gives precedence to the amount written in full; when the same amount appears twice in figures or twice in words, the lower of the two prevails. The note may bear interest only if it is payable at sight or at a fixed term from sight, and the interest rate must be explicit.

Aval, endorsement and the chain of debtors

A third party may guarantee payment by signing the front of the note (or the back, with the words por aval) — this is the aval, a cambial guarantee that is autonomous in relation to the debt it guarantees. The avalist (avalista) becomes jointly and severally liable with the issuer, and cannot raise defenses that belong personally to the debtor. This is fundamentally different from the civil-law surety (fianca), which is accessory and subsidiary.

The beneficiary may transfer the note by endorsement (endosso) signed on the back, making it a circulating instrument. Each endorser also becomes jointly liable for payment unless they sign sem garantia (without recourse). The current holder, on default, may sue the issuer, any avalist, and the chain of endorsers all at once.

Protest, prescription and judicial execution

If the debtor does not pay on the maturity date, the holder typically takes the note to a notary public (Cartorio de Protesto) within the legal term to perform the protesto cambial. The protest is mandatory to preserve recourse against endorsers and avalists; it is optional against the principal debtor (the issuer), but it triggers a negative entry in credit bureaus (Serasa, SPC) that often accelerates payment.

The prescription periods, under article 70 of the Uniform Law, are:

• 3 years from maturity to sue the issuer (the main cambial action).
• 1 year from a timely protest to sue endorsers.
• 6 months from payment by an endorser to seek reimbursement from prior endorsers.

Once expired, the cambial executive action is barred, but the holder still has 5 years to file an ordinary collection lawsuit (acao monitoria or acao de cobranca) under article 206, paragraph 5, item I of the Civil Code, using the note as documentary evidence.

How it differs from a check, a duplicata and a U.S. promissory note

A cheque is an order to pay (the bank pays a third party); the promissory note is a direct promise (the issuer himself pays). A duplicata is a sale-of-goods or services credit instrument tied to a specific invoice and regulated by Law 5.474/1968 — it requires a matching invoice and a delivery acceptance, while the nota promissoria stands alone. Compared to the U.S. promissory note, the Brazilian instrument is far more rigid: bearer notes, conditional clauses and digital images of signatures are not enforceable as cambial titles, and the formalistic requirement of the word nota promissoria in the body of the document is strictly applied by courts.

Common pitfalls

• Issuing a note em branco (with blanks): legal, but dangerous — the holder may fill in any amount, and case law usually upholds the completion if not abusive.
• Forgetting to write the words Nota Promissoria in the body: the document loses cambial nature.
• Discrepancies between the digit amount and the written amount: the written prevails (Article 6 of the Uniform Law).
• Confusing maturity date with issuance date: maturity must be later than (or equal to, for sight notes) the issuance date.
• Using digital signatures without ICP-Brasil certification: enforceability becomes contested.

Frequently asked questions

Does a promissory note need to be registered or notarized? No. It is valid as a private document. Notarization (reconhecimento de firma) is optional but is strongly recommended because it makes it harder for the debtor to allege forgery.

Can the note be issued in foreign currency? In principle, payments inside Brazil must be made in reais (Decree-Law 857/1969). A note expressed in foreign currency may still be valid but must be converted to reais at the exchange rate of the payment date.

What happens if the note is lost or stolen? The holder must file a acao de anulacao e substituicao de titulo (action to annul and replace the title) under articles 907 to 913 of the Code of Civil Procedure. While pending, the debtor should refuse payment to anyone who shows up with the document.

Is this generator producing a legally binding document? The text and the layout follow the legal requirements, but the note becomes enforceable only after being printed and signed by hand (or with an ICP-Brasil qualified digital signature). The data never leaves your browser.

Can a company issue a promissory note? Yes — legal entities may issue and receive promissory notes. The signatures of the legal representatives bind the company according to its articles of incorporation; if more than one signature is required, the absence of any of them voids the cambial nature of the document.