Amended, Restated, and Renewal Promissory Note Clauses
(Commercial Real Estate) (FL)

Summary

These clauses may be added to a promissory note to create an amended, restated, and renewal promissory note for use in a commercial real estate refinancing transaction in Florida for the purpose of qualifying for a full or partial exemption from documentary stamp tax and intangible tax. This template includes practical guidance and drafting notes. By amending, restating, and renewing a promissory note in a commercial real estate refinancing transaction in Florida, the borrower may be exempt from paying documentary stamp tax and/or nonrecurring intangible tax on the original loan amount for which the tax has already been paid. Florida statutory law provides for the following: • A renewal note for a term loan that increases the unpaid balance of the original obligation but otherwise meets the exemption criteria will be taxable only on the face amount of the increase. See Fla. Stat. Ann. § 201.09(1) and Fla. Admin. Code Ann. r. 12B-4.052(12). See also Southeast Transaction Guide § 246.82 and Lexis FL Tax P.I. 1,017. • A term loan with periodic disbursements (e.g., a construction loan) may be renewed for the undisbursed amount together with the unpaid balance of the amount that was previously disbursed without payment of additional tax. See Fla. Admin. Code Ann. r. 12B-4.052(12)(b). • In the case of a renewal note for an adjustable rate loan with an initial interest rate adjustment interval of six months or more, tax will be due and payable only to the extent of any accrued interest on which tax has not already been paid. See Fla. Stat. Ann. § 201.09(3). • A mortgage, trust deed, or security agreement given to secure a promissory note that qualifies for exemption from taxation under the statute will also be exempt. See Fla. Stat. Ann. § 201.09(2). Note that for a renewal promissory note to be exempt from taxation, the original obligor must execute the renewal promissory note. See Fla. Stat. Ann. § 201.09(1). These templates are appropriate for use in a commercial loan refinancing transaction with the original obligor and either the existing lender or a new lender to whom the loan was assigned. Use these clauses together with Amended and Restated Mortgage Clauses (Commercial Real Estate) (FL). For a promissory note template to use in Florida, see Promissory Note (Acquisition Loan) (Pro-Lender) (FL). For a template of an amended and restated promissory note for use in Florida, see Amended, Restated, and Renewal Promissory Note (Commercial Real Estate) (Pro-Lender) (FL). For further guidance on commercial real estate loan transactions in Florida, see Commercial Real Estate Financing (FL) and Commercial Real Estate Acquisition Loan Resource Kit (FL). For detailed information on documentary stamp tax, intangible tax, and other taxes related to the transfer of real property in Florida, see Real Property Transfer Taxes (FL).