Utah Convertible Promissory Note Overview
A convertible promissory note in Utah 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 Utah's state securities laws. The primary state exemption is: Section 61-1-14 exemption.
Utah 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 Utah's 10% usury limit, though most convertible note rates (2-8%) fall well below this threshold. Companies should work with an attorney familiar with Utah securities law to ensure full compliance.
Available
Securities exemption
Required
SOS filing
10%
Usury rate
Standard
Investor protections
Utah Requirements
Utah has specific requirements for convertible promissory notes that both parties should understand before entering into the agreement.
- Interest Rate: Must not exceed Utah'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 Utah law
- Governing Law: The note should specify Utah as the governing jurisdiction
How to Create a Utah Convertible Promissory Note
Follow these steps to create a Utah-compliant convertible promissory note using our template.
Enter Party Information
Provide the full legal names and Utah addresses of both the lender (payee) and borrower (maker). Include the date the note is being executed.
Define Loan Terms
Specify the principal amount, interest rate (within Utah's 10% usury limit), payment schedule, and maturity date. Our template calculates the payment breakdown automatically.
Set Default and Late Payment Terms
Define the grace period, late fee amount, acceleration clause triggers, and notice requirements. Our Utah template includes compliant default language.
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 Utah's recording office.
Securities Compliance in Utah
When issuing convertible promissory notes in Utah, you must comply with the state securities exemption (Section 61-1-14 exemption), file the required Form D filing required, ensure the interest rate stays within the 10% usury limit, and follow Utah's investor protection requirements (standard protections). Federal Form D must be filed with the SEC within 15 days of the first sale. Our Utah-specific template ensures compliance with both state and federal securities regulations.
Utah Usury Warning
Utah's usury limit is 10%. Charging interest above this rate can render your promissory note unenforceable and may subject the lender to penalties under Utah law. Our template automatically validates your interest rate against Utah's current limits.
Utah Convertible Promissory Note FAQ
Answers to common questions about convertible promissory notes in Utah.
Official Utah Resources
Use these official resources to verify Utah requirements for your convertible promissory note.
Other Utah Promissory Note Types
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Create your Utah Convertible Promissory Note in under 5 minutes.
Answer a few questions and download a Utah-compliant document, ready for the state agency.