Convertible Promissory Note Template for Singapore

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Key Requirements PROMPT example:

Convertible Promissory Note

"Need a Convertible Promissory Note for a seed investment of SGD 500,000 into my Singapore-based fintech startup, with a 20% discount rate and 18-month maturity ending June 2025."

Document background
A Convertible Promissory Note is commonly used in Singapore's startup ecosystem as a bridge financing tool, particularly in pre-Series A rounds. This instrument allows companies to defer valuation discussions while securing immediate funding. The document details the loan amount, interest rate, maturity date, conversion mechanisms, and investor rights under Singapore law. It's particularly useful when companies need quick access to capital but aren't ready for a full equity round. The note typically converts to equity at a discount to the next qualified financing round or at a predetermined valuation cap.
Suggested Sections

1. Parties: Identification of the lender and borrower, including full legal names and addresses

2. Background: Context of the loan and relationship between parties, including purpose of the note

3. Definitions: Key terms used throughout the note, including conversion-related definitions

4. Principal Amount: Amount of the loan and payment terms

5. Interest Rate: Specified interest rate, calculation method, and payment schedule

6. Maturity Date: When the note becomes due and repayment obligations

7. Conversion Rights: Terms and conditions for converting the note to equity, including conversion price and timing

8. Events of Default: Circumstances constituting default and consequences thereof

9. Governing Law: Specification of Singapore law as governing law and jurisdiction

Optional Sections

1. Security: Terms relating to any collateral or security provided for the note

2. Subordination: Priority ranking of the note in relation to other creditors

3. Assignment: Rights and restrictions regarding transfer of the note

4. Information Rights: Rights of the lender to receive company information and financial statements

Suggested Schedules

1. Schedule 1 - Conversion Mechanics: Detailed procedures and formulas for conversion calculations

2. Schedule 2 - Form of Conversion Notice: Template notice to be used when exercising conversion rights

3. Schedule 3 - Cap Table: Current capitalization of the company pre and post-conversion scenarios

4. Schedule 4 - Calculation Examples: Examples illustrating interest calculations and conversion scenarios

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

Industries

Companies Act 1967: Primary legislation governing company operations, corporate authority, and securities issuance in Singapore

Securities and Futures Act 2001: Regulates securities offerings, prospectus requirements, and exemptions for convertible instruments

Contract Law: Common law principles governing contract formation, enforcement, and interpretation in Singapore

Moneylenders Act: Regulates money lending activities and interest rate restrictions if applicable to the note structure

MAS Regulations: Monetary Authority of Singapore's regulatory framework for financial instruments and securities

Prospectus Requirements: Requirements and exemptions for issuing securities under the Securities and Futures Act

Interest Rate Compliance: Regulations governing usury laws and interest rate restrictions in Singapore

Corporate Authority Requirements: Requirements for board and shareholder approvals, and compliance with company's constitutional documents

Foreign Investment Rules: Regulations regarding foreign ownership restrictions and currency control in Singapore

Execution Formalities: Legal requirements for proper execution, registration, and stamp duty considerations for the note

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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