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Promissory note definition

What does Promissory note mean? In practice, a promissory note is a written, signed promise by one party (the maker) to pay a specified sum of money to another, either on demand or at a set or determinable future date. It is a negotiable instrument used to evidence and transfer debt obligations in lending, trade finance and settlement contexts. The concept is defined in statute: under the Bills of Exchange Act 1882 (in force across England and Wales, Scotland, Northern Ireland and Ireland), a promissory note must contain an unconditional promise in writing by the maker to pay a sum certain in money to a named...

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Form, content and amendment of bills of exchange and promissory notes, including electronic equivalents, under the Bills of Exchange Act 1882 and the Electronic Trade Documents Act 2023

Practice notes
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A Bill of exchange is a financial instrument used to move funds from one party to another without transferring the physical Money. A Promissory note is commonly employed in comparable trade finance contexts, but the key distinction is that a bill of exchange constitutes an order to pay (typically the drawer instructing the drawee to pay the payee), whereas a promissory note embodies a promise to pay (the maker promising payment to the payee). Bills of exchange and promissory notes are regulated by the Bills of Exchange Act 1882 (BEA 1882). This Practice Note examines the form these instruments must take under the BEA 1882 and otherwise. Historically, bills of exchange and promissory notes existed only as paper documents. Since the Electronic Trade Documents Act 2023 (ETDA 2023) took effect, however, electronic bills of exchange and promissory notes issued on or after 20 September 2023 that satisfy the ETDA 2023 provisions receive the same legal treatment as their paper versions. Accordingly, compliant electronic bills and notes issued from 20 September 2023 onward enjoy parity with paper instruments under the ETDA 2023 framework expressly specified above. For further details, see Practice Note: Electronic Trade Documents Act 2023 and its impact on...

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Ed Bellamy
Ed Bellamy

Ed is a partner in the Fox Williams financial services team. Drawing on many years of experience both in private practice and in-house at a major buy-side financial institution, he advises originators, financial institutions, private credit funds, investors, servicers and other market participants with respect to public and private securitisations. He also has experience with warehouse financings, forward flow transactions, portfolio sales, restructurings and related derivative/regulatory capital transactions. He covers a wide variety of asset classes including residential and commercial mortgage loans, speciality finance, consumer loans, auto loans, NPLs, trade receivables and corporate loans. Ed has significant experience representing credit funds, banks and borrowers in commercial real estate financing transactions across a range of financing structures, including loan-on-loan, mezzanine and development facilities. Further Ed has a broad range of debt capital markets experience. Ed joined Fox Williams in October 2024 from Dentons with prior...

Jaanvi Lilapurwala
Jaanvi Lilapurwala

Jaanvi is an associate in the Fox Williams’ Financial Services team, specialising in banking and finance.  She advises on a variety of finance transactions including corporate debt, receivables funding, capital markets, structured finance and asset-based lending....

Web page updated on 21/05/2026

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