Convertible Note Contract Template for Germany

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Key Requirements PROMPT example:

Convertible Note Contract

"I need a Convertible Note Contract under German law for my tech startup based in Berlin, with a principal amount of €500,000, 5% interest rate, and automatic conversion on a qualified financing round of €2 million or more, with a 20% discount rate."

Document background
The Convertible Note Contract is commonly used in German startup financing as a bridge funding instrument, typically deployed between equity funding rounds or when a company needs quick access to capital without immediate equity dilution. This document type is particularly relevant for German companies structured as GmbH or AG entities seeking flexible financing options. The agreement must comply with German corporate and securities laws, including specific requirements under the BGB, AktG, and GmbHG. It includes detailed provisions for the note's principal amount, interest calculations, maturity terms, and conversion mechanisms, while ensuring alignment with German regulatory requirements for both debt instruments and potential future share issuance. The document structure accommodates German notarization requirements where applicable and includes necessary corporate approval procedures.
Suggested Sections

1. Parties: Identification of the Issuer (Company) and the Noteholder

2. Background: Context of the investment and purpose of the convertible note

3. Definitions: Key terms used throughout the agreement, including financial and technical terms

4. Note Amount and Issuance: Principal amount, issuance date, and payment terms of the note

5. Interest: Interest rate, calculation method, and payment schedule

6. Maturity: Maturity date and repayment terms

7. Conversion Rights: Terms and conditions for converting the note into equity

8. Conversion Price and Mechanics: Detailed conversion price calculation and process for executing conversion

9. Representations and Warranties: Standard declarations by both parties about their capacity and authority

10. Information Rights: Noteholder's rights to receive company information and financial statements

11. Events of Default: Circumstances constituting default and consequences

12. Transferability: Terms governing the transfer of the note

13. Notices: Communication requirements and contact details

14. Governing Law and Jurisdiction: Specification of German law application and jurisdiction

Optional Sections

1. Security: Include when the note is secured by company assets

2. Subordination: Include when the note needs to be subordinated to other debt

3. Tag-Along Rights: Include when noteholder should have tag-along rights pre-conversion

4. Board Observer Rights: Include when noteholder is granted board observation rights

5. Most Favored Nation: Include when offering protection against better terms in future note issuances

6. Pre-emptive Rights: Include when noteholder should have rights to participate in future rounds

7. Tax Provisions: Include when specific tax treatment needs to be addressed

8. Currency Conversion: Include when note is denominated in non-Euro currency

Suggested Schedules

1. Capitalization Table: Current and post-conversion cap table of the company

2. Form of Conversion Notice: Template for noteholder to exercise conversion rights

3. Calculation Examples: Examples of conversion calculations in various scenarios

4. Corporate Resolutions: Required corporate approvals for note issuance

5. KYC Requirements: Required documentation for German regulatory compliance

6. Shareholders' Agreement Adherence: Form of adherence deed for post-conversion shareholders' agreement

7. Note Certificate: Form of physical note certificate if required

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Relevant Industries

Technology

Software

Biotechnology

Financial Services

E-commerce

Healthcare

Clean Technology

Digital Media

Manufacturing

Consumer Products

Enterprise Software

Artificial Intelligence

Internet of Things

Renewable Energy

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Treasury

Executive Leadership

Investment

Corporate Secretary Office

Risk Management

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Investment Manager

Corporate Lawyer

Finance Director

Venture Capital Partner

Investment Analyst

Corporate Secretary

Compliance Officer

Strategic Investment Director

Business Development Manager

Startup Founder

Managing Director

Legal Counsel

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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