¶¶Òõ¶ÌÊÓÆµ

Convertible Notes Agreement Template for Singapore

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Convertible Notes Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Convertible Notes Agreement

"Need a Convertible Notes Agreement for our Singapore-based AI startup to raise SGD 2 million from three venture capital investors, with a 5% interest rate and automatic conversion upon a Series A round closing by March 2025."

Document background
The Convertible Notes Agreement is commonly used by Singapore-based companies, particularly startups and growth-stage businesses, seeking to raise capital without immediate equity dilution. This document type combines debt financing features with potential equity participation, offering investors the security of debt with upside potential through conversion rights. The agreement must comply with Singapore's regulatory requirements, including the Companies Act and Securities and Futures Act, and typically includes detailed terms on interest rates, maturity dates, conversion triggers, and valuation mechanisms. It serves as a bridge financing tool, often used between equity funding rounds or when traditional equity valuation is challenging.
Suggested Sections

1. Parties: Identifies the issuer and noteholder(s)

2. Background: Explains context and purpose of the convertible note issuance

3. Definitions: Key terms used throughout the agreement including conversion terms, maturity date, and interest rate

4. Subscription and Issue: Terms of note subscription and issuance, including principal amount and payment terms

5. Interest: Interest rate, calculation method, and payment terms in compliance with Singapore regulations

6. Conversion Rights: Terms and conditions for converting notes to equity, including conversion price and mechanisms

7. Maturity and Repayment: Maturity date and repayment terms, including early repayment provisions

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

9. Representations and Warranties: Statements of fact by parties, including compliance with Singapore law

Optional Sections

1. Security: Terms of any security arrangements if the notes are secured against company assets

2. Tag-Along Rights: Rights of noteholders in case of company sale or transfer of shares

3. Information Rights: Rights to company information, financial statements and reporting obligations

4. Board Observer Rights: Rights of noteholders to appoint board observers or attend board meetings

5. Foreign Investment Provisions: Specific provisions for foreign investors including compliance with Singapore foreign investment laws

Suggested Schedules

1. Note Certificate Form: Template of the physical note certificate to be issued

2. Conversion Notice Form: Template form for noteholders to exercise their conversion rights

3. Capitalization Table: Current and post-conversion capital structure of the company

4. Company Information: Key corporate details, structure, and relevant company registration information

5. Calculation of Interest: Detailed methodology for interest calculation and payment schedule

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 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 corporate entities in Singapore, regulating company formation, management, and corporate actions including issuance of securities and debt instruments

Securities and Futures Act (Cap. 289): Regulates capital markets activities, securities offerings, and financial instruments including convertible notes, along with disclosure requirements and investor protection measures

Singapore Contract Law: Common law principles governing formation and enforcement of contracts, including contractual obligations, terms, and remedies

Moneylenders Act (Cap. 188): Regulates money lending activities and interest rates, potentially applicable to convertible note arrangements

MAS Guidelines: Regulatory guidelines issued by Monetary Authority of Singapore governing financial instruments and securities offerings

Small Offers Exemption: Provisions under Securities and Futures Act allowing exemptions for private placements and small offerings below certain thresholds

Income Tax Act: Tax legislation governing treatment of interest payments, conversion of notes to equity, and related tax implications

Stamp Duties Act: Regulations on stamp duty obligations for financial instruments and their transfer or conversion

Foreign Investment Rules: Regulations governing foreign investment in Singapore companies, including currency control and cross-border transaction requirements

Constitutional Documents Compliance: Requirements to ensure convertible note terms align with company's constitution, shareholding structure, and corporate governance rules

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

Find the exact document you need

Safe Convertible Note

find out more

Conversion Agreement

find out more

Debt Conversion Agreement

find out more

Loan Conversion Agreement

find out more

Convertible Note Contract

find out more

Compulsory Convertible Debentures Agreement

find out more

Convertible Note Subscription Agreement

find out more

Loan To Equity Conversion Agreement

find out more

Convertible Notes Agreement

find out more

Convertible Debenture Agreement

find out more

Loan Conversion To Equity Agreement

find out more

Convertible Debt Agreement

find out more

Convertible Loan Agreement

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: /our-research
Oops! Something went wrong while submitting the form.

³Ò±ð²Ô¾±±ð’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; ³Ò±ð²Ô¾±±ð’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our for more details and real-time security updates.