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State of Tennessee
Convertible Promissory Note · Tennessee

Free Tennessee Convertible Promissory Note Forms

Create a Tennessee-compliant convertible promissory note that meets all TN state requirements. Our attorney-reviewed template ensures compliance with Tennessee's usury laws and lending regulations.

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Last updated March 15, 2026

Tennessee Convertible Promissory Note Overview

A convertible promissory note in Tennessee is a debt instrument commonly used in startup financing that converts into equity upon a triggering event. As a security, it must comply with both federal regulations (SEC Rule 506 under Regulation D) and Tennessee's state securities laws. The primary state exemption is: Section 48-1-103 exemption.

Tennessee requires Form D filing required when issuing convertible notes. The state provides standard protections for note holders through its securities regulatory framework. The interest rate must comply with Tennessee's 10% usury limit, though most convertible note rates (2-8%) fall well below this threshold. Companies should work with an attorney familiar with Tennessee securities law to ensure full compliance.

Available

Securities exemption

Required

SOS filing

10%

Usury rate

Standard

Investor protections

Tennessee Requirements

Tennessee has specific requirements for convertible promissory notes that both parties should understand before entering into the agreement.

  • Interest Rate: Must not exceed Tennessee's usury limit of 10%
  • Written Agreement: Must be in writing and signed by the borrower (maker)
  • Clear Terms: Principal amount, interest rate, payment schedule, and maturity date must be clearly stated
  • Default Terms: Late fees, grace periods, and acceleration clause must comply with Tennessee law
  • Governing Law: The note should specify Tennessee as the governing jurisdiction

How to Create a Tennessee Convertible Promissory Note

Follow these steps to create a Tennessee-compliant convertible promissory note using our template.

1

Enter Party Information

Provide the full legal names and Tennessee addresses of both the lender (payee) and borrower (maker). Include the date the note is being executed.

2

Define Loan Terms

Specify the principal amount, interest rate (within Tennessee's 10% usury limit), payment schedule, and maturity date. Our template calculates the payment breakdown automatically.

3

Set Default and Late Payment Terms

Define the grace period, late fee amount, acceleration clause triggers, and notice requirements. Our Tennessee template includes compliant default language.

4

Sign and Execute

The borrower must sign and date the note. Consider notarization for added legal protection. Both parties should retain a copy. If secured by collateral, file the appropriate security instrument with Tennessee's recording office.

Securities Compliance in Tennessee

When issuing convertible promissory notes in Tennessee, you must comply with the state securities exemption (Section 48-1-103 exemption), file the required Form D filing required, ensure the interest rate stays within the 10% usury limit, and follow Tennessee's investor protection requirements (standard protections). Federal Form D must be filed with the SEC within 15 days of the first sale. Our Tennessee-specific template ensures compliance with both state and federal securities regulations.

Tennessee Usury Warning

Tennessee's usury limit is 10%. Charging interest above this rate can render your promissory note unenforceable and may subject the lender to penalties under Tennessee law. Our template automatically validates your interest rate against Tennessee's current limits.

Tennessee Convertible Promissory Note FAQ

Answers to common questions about convertible promissory notes in Tennessee.

Official Tennessee Resources

Use these official resources to verify Tennessee requirements for your convertible promissory note.

Other Tennessee Promissory Note Types

Need a different type of promissory note for Tennessee? We offer state-specific templates for every type of promissory note.

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Create your Tennessee Convertible Promissory Note in under 5 minutes.

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