Notes and Private Lending

Secured vs unsecured notes

Every private loan your plan makes is either secured or unsecured. Here is the difference, and how it shapes the deal.

Updated Sep 2, 20265 min read
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In short

Every private loan comes down to one basic question: what stands behind it? A secured note is backed by a specific asset, usually real property, that the plan can claim if the borrower stops paying. An unsecured note is backed only by the borrower's promise to repay. Both are legitimate, common ways for a retirement plan to lend, and the right choice depends on the deal in front of you.
Feature Secured note Unsecured note
Backed by Real property or other pledged collateral The borrower's promise to repay
Recovery on default Foreclose on or take the collateral Legal claim only, limited practical recourse
Typical rate More moderate Higher, to offset the added risk
Fraud exposure Lower, collateral anchors the deal Meaningfully higher
Best fit Most private lending, especially real estate-backed deals Short-term deals or borrowers the lender already knows

What makes a note secured?

A secured note is tied to a real asset, most often through a deed of trust or mortgage recorded against the property. That collateral is the plan's built-in recovery path. If more than one note secures the same property, lien position determines priority in a default, with first position giving your plan the strongest claim. If the borrower cannot repay, the plan has a documented claim on the property and can pursue it, whether that means taking the asset or moving to foreclose. Recording the security interest also puts the plan's claim on public record, which is part of what makes secured lending feel like a grounded, well-anchored way to invest plan funds. Because the lender's risk is offset by real collateral, secured notes typically carry a more moderate interest rate.

What stands behind an unsecured note?

An unsecured note has no specific asset attached to it. The plan is relying entirely on the borrower's creditworthiness and their commitment to repay under the terms of the note. This structure shows up often in shorter-term deals, such as financing a quick property flip, where the time and cost of recording a lien would slow things down more than the deal calls for. Because there is no asset standing behind the loan, unsecured notes typically pay a higher interest rate, which is the market's way of compensating the plan for taking on the deal without collateral. In practice, unsecured notes are also where private lending most often goes wrong: the great majority of losses, and outright fraud, in this space trace back to loans with no collateral behind them.

Which one fits your lending?

There is no universal right answer. Some lenders prefer the tangible backstop a secured note provides and are comfortable with the more moderate return that comes with it. Others are drawn to the higher yield an unsecured note can offer, particularly when they know the borrower well or the deal is short and well-defined. Many lenders end up doing some of both, matching the structure to the borrower, the purpose of the loan, and how much security they want standing behind any given note.

Frequently Asked Questions

Is a secured note always the safer choice?
Generally, yes, in the sense that it gives the plan a specific asset to fall back on if the borrower defaults. That said, "safer" also depends on the quality of the collateral and the borrower. A well-underwritten unsecured loan to a reliable borrower can perform just as well as a secured loan, and the presence of collateral doesn't eliminate every risk in a lending relationship.

Why would a lender ever choose an unsecured note?
Sometimes speed and relationship matter more than the backstop a lien provides. A lender who already knows the borrower's track record, or who is financing a very short-term deal where recording a lien would eat into the return, may reasonably accept the added risk for a higher rate. It's rarely the default choice, but there are deals where it fits.

Is there anything to be extra careful about with unsecured notes?
Yes. Unsecured lending is one of the more common pathways to fraud in self-directed retirement plans, particularly when the borrowing entity is involved in assets, such as property flips, that could easily have served as collateral. Because there is no recorded claim behind the loan, a plan has far less recourse if the deal is not what it appears to be. Given that exposure, it's worth treating any unsecured loan as a transaction that warrants outside eyes: having a qualified third party, such as an attorney or experienced note professional, review the deal before funds go out is a sound practice for every unsecured note a plan makes, not just the ones that feel uncertain.

Does my plan need an LLC to hold either type of note?
No. Both secured and unsecured notes can be held directly through an IRA Trust or a Solo 401(k) trust. An LLC becomes more useful once lending activity grows in volume or complexity, not because of whether a given note happens to be secured.

What kind of asset typically secures a note?
Real estate is the most common form of collateral, secured through a recorded deed of trust or mortgage. Other assets, such as vehicles or equipment, can also serve as collateral depending on the deal.

Next Steps

Once you know which structure fits the deal, the next step is putting the paperwork behind it. A clear promissory note and, for secured loans, properly recorded collateral are what make either structure hold up.