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Convertible Agreement
I need a convertible agreement for an early-stage investment in a startup, with a conversion cap and discount rate specified, and a maturity date of 18 months. The agreement should include provisions for automatic conversion upon a qualified financing round and optional conversion at maturity.
What is a Convertible Agreement?
A Convertible Agreement lets investors fund an Irish startup now while deciding the exact investment terms later. It works like an IOU that converts into company shares, usually when the company raises a bigger funding round or hits specific milestones.
Under Irish company law, these agreements give early investors special rights and typically convert at a discount to the next funding round's share price. Startups often use them because they're faster and cheaper than setting up a full equity round, especially when the company's value is hard to determine early on. The agreement must follow Irish securities regulations and include clear conversion triggers.
When should you use a Convertible Agreement?
Use a Convertible Agreement when your Irish startup needs quick funding but you're not ready to set a firm company valuation. It's particularly valuable during pre-seed or seed rounds when your business model is still evolving and traditional equity pricing would be complex or premature.
This approach works well for raising amounts between 鈧25,000 and 鈧250,000 from angel investors or early-stage funds in Ireland. The agreement proves especially useful when you're planning a larger funding round within 12-18 months and want to secure immediate capital without lengthy negotiations over share price and equity terms.
What are the different types of Convertible Agreement?
- Simple Convertible Note: Basic agreement that converts to equity at a set discount to the next funding round, popular with Irish angel investors
- Valuation Cap Convertible: Includes a maximum valuation ceiling for conversion, protecting early investors from dilution
- SAFE (Simple Agreement for Future Equity): Streamlined version without interest rates or maturity dates, gaining popularity in Irish tech startups
- Interest-Bearing Convertible: Includes annual interest that converts to additional shares, common in longer-term bridge financing
- Multiple-Trigger Convertible: Offers various conversion scenarios beyond just funding rounds, like revenue milestones or acquisition events
Who should typically use a Convertible Agreement?
- Startup Founders: Create and sign these agreements when seeking early-stage funding without setting a firm valuation
- Angel Investors: Provide initial capital through convertible agreements, often ranging from 鈧25,000 to 鈧100,000
- Corporate Lawyers: Draft and review agreements to ensure compliance with Irish company law and investor protection
- Investment Funds: Use convertibles for seed-stage investments, particularly in tech and innovation sectors
- Company Directors: Must approve and execute agreements as part of their fiduciary duties
- Company Secretary: Maintains records and ensures proper filing with the Companies Registration Office
How do you write a Convertible Agreement?
- Company Details: Gather current company valuation, financial projections, and shareholding structure
- Investment Terms: Define investment amount, conversion discount, valuation cap, and interest rate if applicable
- Trigger Events: Specify conditions that will trigger conversion, like qualifying funding rounds or exit events
- Investor Information: Collect full legal names, addresses, and tax registration details of all participating investors
- Board Approval: Secure formal board resolution authorizing the convertible agreement issuance
- Legal Framework: Our platform ensures compliance with Irish company law while generating your customized agreement
- Document Review: Double-check all conversion mechanics and protection clauses before finalizing
What should be included in a Convertible Agreement?
- Parties Section: Full legal names and addresses of the company and all investors
- Investment Terms: Precise amount, payment method, and funding timeline
- Conversion Mechanics: Detailed calculation method, discount rate, and valuation cap
- Trigger Events: Qualifying funding rounds, exit events, or maturity date specifications
- Investor Rights: Information rights, pre-emptive rights, and transfer restrictions
- Irish Law Clause: Explicit statement that Irish law governs the agreement
- Signature Block: Director signatures, company seal requirements, and witness details
- Compliance Statement: Confirmation of Companies Act 2014 compliance and board approval
What's the difference between a Convertible Agreement and a Bond Issuance Agreement?
A Convertible Agreement differs significantly from a Bond Issuance Agreement in several key aspects, though both are investment instruments used in Irish business. Understanding these differences helps choose the right tool for your funding needs.
- Investment Structure: Convertible Agreements transform into equity at specific trigger events, while Bond Issuance Agreements remain debt instruments with fixed repayment terms
- Risk Profile: Convertible Agreements offer investors potential equity upside in growing startups, whereas bonds provide predetermined interest returns
- Regulatory Requirements: Bond issuances face stricter Central Bank of Ireland oversight and disclosure requirements compared to convertible instruments
- Target Companies: Early-stage startups typically use convertibles, while established companies with proven revenue streams opt for bonds
- Documentation Complexity: Bond issuances require more extensive documentation and regulatory filings than the relatively straightforward convertible agreements
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