Convertible Loan Agreement Startup Template for Singapore

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Key Requirements PROMPT example:

Convertible Loan Agreement Startup

"Need a Convertible Loan Agreement Startup for a seed investment of SGD 500,000 into my fintech company, with a 20% discount rate on conversion and a valuation cap of SGD 5 million, to be completed by March 2025."

Document background
The Convertible Loan Agreement Startup is a crucial financing instrument in Singapore's vibrant startup ecosystem. It serves as a bridge between debt and equity financing, typically used during early funding stages when company valuation may be premature or challenging. The agreement details loan terms, conversion mechanisms, interest rates, and triggers for conversion, while complying with Singapore's regulatory requirements. This document is particularly valuable for startups seeking flexible funding options without immediate equity dilution, while giving investors potential upside through future equity conversion rights. The agreement must align with Singapore's Companies Act, Securities and Futures Act, and relevant financial regulations.
Suggested Sections

1. Parties: Identification of lender and borrower with full legal details

2. Background: Context of the loan and relationship between parties

3. Definitions: Key terms used throughout the agreement

4. Loan Amount and Purpose: Specification of loan amount and intended use

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

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

7. Repayment Terms: Schedule and conditions for loan repayment

8. Events of Default: Circumstances constituting default and consequences

9. Representations and Warranties: Statements of fact by both parties

Optional Sections

1. Security: Details of any collateral or security provided - used when loan is secured

2. Information Rights: Lender's rights to company information - used when lender requires ongoing company updates

3. Board Observer Rights: Rights to attend board meetings - used when lender requests board observation rights

4. Pre-emptive Rights: Rights in future funding rounds - used when lender wants participation rights in future rounds

Suggested Schedules

1. Conversion Mechanics: Detailed procedures for conversion process

2. Form of Conversion Notice: Template for exercising conversion rights

3. Cap Table: Current and post-conversion shareholding structure

4. Company Information: Key corporate and financial information

5. Repayment Schedule: Detailed payment timeline if applicable

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
Clauses
Industries

Companies Act (Cap. 50): Primary legislation governing company operations, share/debenture issuance, share capital modifications, and directors' duties in Singapore. Essential for structuring the conversion terms and share issuance provisions.

Securities and Futures Act (Cap. 289): Regulates securities offerings, trading, and defines prospectus exemptions. Critical for ensuring compliance with securities regulations when structuring the conversion features of the loan.

Moneylenders Act (Cap. 188): Controls money lending activities, provides certain loan exemptions, and sets interest rate restrictions. Relevant for ensuring the loan terms comply with Singapore's lending regulations.

Singapore Contract Law: Common law principles governing contract formation, validity, and enforcement in Singapore, including the Unfair Contract Terms Act (Cap. 396). Forms the basic legal framework for the agreement.

Banking Act (Cap. 19): Sets out regulatory requirements for lending activities by financial institutions. Relevant if the lender falls under banking sector regulations.

Income Tax Act: Governs tax treatment of convertible loans, interest deductibility, and conversion features. Essential for understanding tax implications of the loan structure.

Stamp Duties Act: Determines applicable stamp duties on loan documents and subsequent share issuance upon conversion. Important for cost considerations and compliance.

Personal Data Protection Act 2012: Regulates the collection, use, and disclosure of personal data in Singapore. Relevant for handling personal information in the agreement and obtaining necessary consents.

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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