Loan Conversion To Equity Agreement Template for England and Wales

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Key Requirements PROMPT example:

Loan Conversion To Equity Agreement

"I need a Loan Conversion To Equity Agreement to convert our £500,000 startup loan into Series A preferred shares at a £5M valuation, with completion targeted for March 2025 and including standard anti-dilution protections for the converting lender."

Document background
The Loan Conversion To Equity Agreement is typically used when a company wishes to strengthen its balance sheet by reducing debt obligations or when a lender seeks to become a shareholder rather than maintain creditor status. Common in growth companies and startups in England and Wales, this agreement details the mechanics of converting debt to equity, including valuation methods, share class rights, and completion procedures. It must comply with English company law requirements, particularly regarding share issuance and capital maintenance rules. The document is especially relevant during financial restructuring, seed funding conversions, or as part of pre-planned investment strategies.
Suggested Sections

1. Parties: Identification of the lender and borrower/company

2. Background: Details of the original loan and reason for conversion

3. Definitions: Key terms used throughout the agreement

4. Loan Details: Amount, date, and terms of the original loan

5. Conversion Terms: Specific terms of conversion including share price and number of shares

6. Conditions Precedent: Conditions that must be met before conversion can occur

7. Completion Mechanics: Process and timing of the conversion

Optional Sections

1. Warranties: Company representations about its status and authority - used when additional assurance is required about company status

2. Anti-dilution Provisions: Protection against future share dilution - used when requested by converting lender

3. Tag-along Rights: Right to join in sale of shares - used for minority shareholder protection

Suggested Schedules

1. Original Loan Agreement: Copy of the original loan documentation

2. Share Certificate Template: Form of share certificate to be issued

3. Board Resolutions: Required company approvals

4. Shareholder Resolutions: If required for share issuance

5. Companies House Forms: Required statutory forms for filing

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

Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company operations including share capital requirements, directors' duties and powers, share issuance procedures, pre-emption rights, and filing requirements with Companies House

Financial Services and Markets Act 2000: Regulates financial services activities, including regulated activities oversight, financial promotion restrictions, and registration requirements for financial operations

Corporate Insolvency and Governance Act 2020: Addresses corporate insolvency matters, including provisions to ensure conversion doesn't trigger insolvency issues and considerations for directors' duties regarding company solvency

Consumer Credit Act 1974: Regulates consumer credit arrangements, relevant if the original loan has a consumer credit element

Financial Services Act 2012: Establishes regulatory framework and financial conduct requirements for financial services operations

Contract Law: Common law principles governing contract formation, consideration requirements, and certainty of terms

Tax Legislation: Including Corporation Tax Act 2010, Income Tax Act 2007, and considerations for Stamp Duty and Capital Gains Tax implications in loan-to-equity conversions

Articles of Association: Company's constitutional document governing share transfer restrictions, share class rights, and board approval requirements

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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