Convertible Notes Agreement Template for England and Wales

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Key Requirements PROMPT example:

Convertible Notes Agreement

"I need a Convertible Notes Agreement for my UK-based fintech startup to raise £500,000 from three angel investors, with a 2-year maturity date and 8% interest rate, convertible upon a Series A round of at least £2 million by March 2025."

Document background
The Convertible Notes Agreement is commonly used by companies seeking to raise capital while deferring equity valuation. This document, governed by English and Welsh law, provides a structured framework for issuing debt that can later convert into equity shares. It is particularly popular among startups and growth companies as it offers flexibility in terms of investment timing and valuation. The agreement typically includes detailed provisions on conversion mechanics, interest rates, maturity dates, investor protections, and compliance with UK financial regulations. It serves as a bridge between debt and equity financing, allowing companies to secure immediate funding while providing investors with the potential upside of equity ownership.
Suggested Sections

1. Parties: Identification of the issuer and noteholder(s)

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

3. Definitions: Key terms used throughout the agreement

4. Subscription and Issue: Terms of note subscription and issuance

5. Interest: Interest rate and payment terms

6. Conversion Rights: Terms and conditions for converting notes to equity

7. Repayment: Terms for repayment of principal

8. Events of Default: Circumstances constituting default and consequences

Optional Sections

1. Security: Terms of any security provided for the notes - used when notes are secured against company assets

2. Subordination: Ranking of notes against other company debt - used when company has multiple layers of debt

3. Information Rights: Noteholder rights to company information - used when investors require specific reporting rights

4. Tag-Along Rights: Rights to participate in sale of company shares - used when requested by sophisticated investors

Suggested Schedules

1. Form of Conversion Notice: Standard form for exercising conversion rights

2. Capitalization Table: Current and post-conversion capital structure

3. Note Certificate: Form of certificate evidencing the notes

4. Conditions Precedent: List of conditions to be satisfied before completion

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
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company operations including share capital, issuance, directors' duties, company registration requirements, and shareholder rights

Financial Services and Markets Act 2000 (FSMA): Regulatory framework covering financial promotion restrictions, requirements for regulated activities, and investor protection provisions

Financial Services Act 2012: Updates to financial regulations and modifications to FSMA, providing additional regulatory oversight

Consumer Credit Act 1974: Legislation governing consumer credit arrangements, relevant if the notes could be classified as consumer credit

Money Laundering Regulations 2017: Regulations specifying due diligence requirements and verification procedures for financial transactions

UK Prospectus Regulation Rules: Rules governing requirements for public offerings and exemptions for private placements of securities

Law of Property (Miscellaneous Provisions) Act 1989: Key contract law legislation affecting formation and execution of agreements

FCA Regulations: Regulatory requirements from the Financial Conduct Authority regarding transferable securities and financial instruments

Income Tax Act 2007 and Corporation Tax Act 2010: Tax legislation affecting the treatment of convertible notes and related financial instruments

European Union (Withdrawal) Act 2018: Post-Brexit legislation governing the application of retained EU law affecting financial instruments

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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