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V3036-23 21 November 2023 · SG de Impuestos Patrimoniales, Tasas y Precios Públicos Criterion in force
ITPAJD · pagaré cambiario

Promissory notes without 'not to order' clause are subject to Stamp Duty

A company has enquired whether promissory notes received as payment, which do not specify being either 'to order' or 'not to order', are subject to tax. The DGT has ruled that, as they do not include an exclusion clause, they are considered negotiable instruments subject to Stamp Duty.

The question raised

Subjectivity to the modality of documented legal acts of the Transfer Tax and Documented Legal Acts Tax

The DGT's ruling

Promissory notes that do not incorporate the "not to order" clause fulfill the function of a bill of exchange and are subject to the modality of documented legal acts of the Transfer Tax and Documented Legal Acts Tax (ITP and AJD). In the absence of said clause, the document is transferable by endorsement and is considered a commercial document. The taxable person is the individual or entity that issues the promissory note.

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