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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, allowing the investment to convert into equity during the next qualified financing round. The agreement should include a maturity date of 18 months and a simple interest rate of 5% per annum.
What is a Convertible Agreement?
A Convertible Agreement is a funding tool that lets early-stage startups raise capital without setting a firm company valuation right away. It works like a loan that can later turn into equity shares, giving investors the right to convert their investment into stock during future funding rounds or specific trigger events.
In the Indian startup ecosystem, these agreements typically follow SEBI guidelines and offer investors a discount rate on future share prices. Founders often prefer them over direct equity deals because they're faster to negotiate, cost less in legal fees, and delay complex valuation discussions until the company has more operational history.
When should you use a Convertible Agreement?
Convertible Agreements work best for Indian startups needing quick capital without getting bogged down in valuation debates. They're particularly valuable when your company shows promise but lacks the revenue history or market metrics needed for accurate valuation - common in tech, biotech, and innovative service startups.
These agreements shine during bridge funding rounds, when you need capital fast to reach key milestones before a larger Series A. They also make sense for angel investors who want to support your growth while deferring complex equity negotiations. Under Indian securities law, they offer flexibility while staying compliant with SEBI's startup funding guidelines.
What are the different types of Convertible Agreement?
- Convertible Notes Agreement: Basic startup funding tool offering future equity at a discount, most common for seed rounds
- Compulsory Convertible Debentures Agreement: Mandatory conversion to equity at maturity, popular with foreign investors due to regulatory compliance
- Loan Conversion To Equity Agreement: Transforms existing loans into shares, useful for debt restructuring
- Debt To Equity Conversion Agreement: Specifically designed for converting corporate debt to shares, often used in financial restructuring
- Note Conversion Agreement: Flexible instrument allowing conversion upon specific triggers or milestones
Who should typically use a Convertible Agreement?
- Startup Founders: Primary initiators who seek flexible funding without immediate valuation, typically early-stage companies in tech or innovative sectors
- Angel Investors: High-net-worth individuals who provide seed funding and prefer convertible instruments for their simplicity and upside potential
- Corporate Lawyers: Draft and structure agreements to comply with SEBI guidelines and Companies Act requirements
- Investment Bankers: Advise on terms and help negotiate conversion rates, valuation caps, and discount rates
- Company Directors: Must approve and execute these agreements as part of their fiduciary duties
- Chartered Accountants: Handle financial aspects and ensure proper recording of convertible instruments in company books
How do you write a Convertible Agreement?
- Company Details: Gather current share structure, incorporation documents, and board resolutions authorizing the convertible instrument
- Investment Terms: Define investment amount, maturity period, and triggering events for conversion
- Valuation Parameters: Determine discount rate, valuation cap, and conversion price formula
- Investor Information: Collect KYC documents, investment capacity proof, and tax residency status
- Regulatory Compliance: Verify alignment with SEBI guidelines and Foreign Exchange Management Act requirements
- Documentation Platform: Use our automated system to generate a legally-sound agreement that includes all mandatory elements and reduces drafting errors
- Internal Approvals: Secure necessary stakeholder sign-offs and maintain compliance records
What should be included in a Convertible Agreement?
- Parties and Recitals: Full legal names, addresses, and registration details of company and investors
- Investment Terms: Principal amount, interest rate, maturity date, and payment mechanics
- Conversion Rights: Trigger events, conversion formula, share class details, and valuation methodology
- Investor Protections: Information rights, pre-emptive rights, and anti-dilution provisions
- Regulatory Compliance: References to Companies Act 2013 and SEBI guidelines
- Exit Mechanisms: IPO, acquisition, or redemption procedures
- Default Provisions: Events of default and remedies available to investors
- Governing Law: Indian jurisdiction and dispute resolution mechanisms
What's the difference between a Convertible Agreement and a Bond Issuance Agreement?
Let's compare a Convertible Agreement with a Bond Issuance Agreement, as both are debt instruments but serve different purposes in the Indian financial landscape.
- Investment Nature: Convertible Agreements offer the potential for equity ownership, while Bond Issuance Agreements remain pure debt instruments without conversion rights
- Risk Profile: Convertible Agreements carry higher risk but greater potential returns through equity participation; bonds offer fixed returns with lower risk
- Regulatory Framework: Convertible Agreements fall under SEBI's startup funding guidelines, while bonds must comply with stricter public offering rules
- Target Users: Convertible Agreements suit early-stage startups and angel investors; bonds target established companies seeking institutional investors
- Documentation: Convertible Agreements require simpler documentation focused on conversion terms; bond issuances need extensive disclosure and credit rating requirements
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