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Promissory Note Guaranty Template for Hong Kong

A Promissory Note Guaranty under Hong Kong law is a legal instrument where a guarantor provides a personal guarantee to secure the obligations of a maker under a promissory note. The document combines elements of guarantee law with negotiable instruments law, creating a binding commitment by the guarantor to ensure payment of the promissory note according to its terms. It must comply with Hong Kong's Bills of Exchange Ordinance and Contract Ordinance, requiring specific formalities for both the guarantee aspects and the underlying promissory note requirements.

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What is a Promissory Note Guaranty?

The Promissory Note Guaranty is commonly used in Hong Kong's commercial and financial transactions where additional security is required for a promissory note obligation. This document is particularly valuable when the creditworthiness of the promissory note maker needs to be enhanced by a third-party guarantee, often seen in trade finance, business loans, and commercial transactions. The guaranty must comply with Hong Kong legal requirements for both guarantees and negotiable instruments, including written form requirements under the Law Amendment and Reform (Consolidation) Ordinance and the Bills of Exchange Ordinance. It typically includes detailed provisions on the scope of the guarantee, enforcement mechanisms, and the guarantor's obligations, while ensuring the guarantee remains effective despite modifications to the underlying promissory note.

What sections should be included in a Promissory Note Guaranty?

1. Parties: Identifies the Guarantor, the Holder of the promissory note (Beneficiary), and references the Maker of the promissory note

2. Background: Describes the underlying promissory note, its key terms, and the context for the guarantee

3. Definitions: Defines key terms including 'Promissory Note', 'Guaranteed Obligations', 'Event of Default', and other relevant terms

4. Guarantee: Core section establishing the guarantee, its scope, and the guaranteed obligations

5. Guarantor's Representations and Warranties: Key statements about the guarantor's capacity, authority, and financial condition

6. Nature of Guarantee: Specifies that the guarantee is continuing, unconditional, and irrevocable

7. Payment Obligations: Details the circumstances triggering payment obligations and payment mechanics

8. Preservation of Rights: Ensures the guarantee remains valid despite changes to the underlying promissory note or forbearance

9. Enforcement: Sets out the holder's rights to enforce the guarantee and the process for doing so

10. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and Hong Kong courts' jurisdiction

What sections are optional to include in a Promissory Note Guaranty?

1. Security: Include if the guarantee is secured by specific assets or collateral

2. Multiple Guarantors: Include if there are multiple guarantors to address joint and several liability

3. Currency Provisions: Include if the promissory note is in a currency other than Hong Kong dollars

4. Tax Gross-up: Include if payments might be subject to withholding tax

5. Assignment and Transfer: Include if rights under the guarantee may be assigned or transferred

6. Costs and Expenses: Include if specific provisions about legal and enforcement costs are needed

What schedules should be included in a Promissory Note Guaranty?

1. Copy of Promissory Note: Attached copy of the underlying promissory note being guaranteed

2. Payment Schedule: If the promissory note has installment payments, schedule of payment dates and amounts

3. Security Details: If applicable, details of any security or collateral provided

4. Form of Demand: Standard form for making a demand under the guarantee

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Hong Kong

Publisher

Genie AI

Document Type

Promissory Note

Sector

Banking

Cost

Free to use

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