Convertible note agreement template

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What is a convertible note agreement

A convertible note, also known as a convertible promissory note, is a short-term debt instrument that allows investors to lend money to a company with the expectation of converting the loan into equity in a future financing round. Put simply, it's a way to raise through a mixture of debt (a loan) and equity (giving away shares).

A convertible note agreement is a legal document that outlines the terms and conditions of a loan that can be converted into equity in the future. Essentially, it's a way for startups to raise money without having to give away equity upfront. Convertible notes are often used in seed funding rounds because they allow startups to raise money quickly and with minimal negotiation.

How does a convertible note agreement work

When an investor agrees to invest in a startup using a convertible note agreement, they are essentially loaning money to the startup. The loan comes with an interest rate and a maturity date, which is the date by which the startup must repay the loan. However, instead of repaying the loan with cash, the startup has the option to convert the loan into equity in the future. The conversion rate is typically determined by the terms of the note and is often based on the valuation of the startup at the time of the conversion.

Why startups use convertible notes

Convertible notes are a popular financing tool for startups because they provide flexibility and benefits to both the startup and the investor.

Delayed valuation

Startups often use convertible notes because they allow the company to delay establishing a valuation. Doing a traditional equity round like a Series A requires determining a company valuation, which can be difficult for an early-stage startup.

Convertible notes sidestep this issue by converting to equity in the next priced round. This allows the startup to continue operating without the pressure of determining an official valuation.

Fast and easy

Convertible notes are simpler and faster to execute than an equity round. The legal process is more straightforward, so the funding can be raised more quickly. For startups moving fast, speed and efficiency are important. Convertible notes provide capital without slowing momentum.

Flexible terms

The terms of a convertible note are more flexible than an equity agreement. Things like interest rates, conversion discounts, and maturity dates can all be negotiated. This flexibility allows startups and investors to find terms that work well for their particular situation.

Relationship building

For startups, convertible notes are a way to build relationships with investors that could lead to future equity rounds. By investing in the convertible note, investors are showing their belief in and support of the company. If the startup achieves milestones and shows progress, these same investors may be interested in participating in the next equity round. The convertible note is a chance for investors to get in on the ground floor, and for startups to start building key relationships.

Convertible notes are a flexible funding option for startups and a way for investors to get in on the ground floor. By converting debt to equity, both startups and investors can win.

Convertible note agreement template

Cake provides a built-in and lawyer-approved convertible note agreement template that you can use and customize to your requirements.

This template covers the following components:

  • Company details
  • Investor details
  • Investment amount
  • Interest rate
  • Maturity date
  • Valuation cap
  • Discount rate
  • Conversion terms
  • Digital signing
  • Repayment provisions

With Cake, you can keep track of your convertible notes in the Notes Registry, allowing you to easily see the fully diluted share table (in graphs and more), and also to be notified of upcoming events (such as maturity dates). Investors can also keep track of their convertible note investment here too, giving them transparency and confidence in their investments.

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How will convertible notes save you time

How does this save time? one word – negotiations.

When carrying out an equity capital raise, the Company needs to work out:

  • how much it is worth
  • how much the investors should pay
  • what class of shares should be provided
  • whether the Shareholders Agreement needs to be amended to suit those investors. (Take note: often, this will take the most time. As investors will be getting their shares up front, they may want to know the exact terms on which they are issued)
  • and ultimately, how many shares the investors get

With a convertible note, all that is really needed is:

  • prepare the Convertible Note Agreement, i.e. discount, interest rate, and maturity date. These documents can be relatively simple and allow transparency to all parties
  • get Shareholder Approval (if required), and
  • collect the money

While you can do equity raises quickly and easily, if you do get stuck, the convertible note may suit you for now.

Many companies also use a Convertible Note as a bridge, to get extra funds in between equity rounds.

Keep the future in mind

One thing to keep in mind when using convertible notes, is your future plans. Don’t forget that it is likely these note holders will, at some point, become shareholders.

  • How many shareholders do you want in total? Don’t forget the 50 shareholder limit rule for private companies!
  • Also be weary of giving too much of your company away in early rounds. For example, don’t issue too many convertible notes before going through a low valuation round, or you may end up giving away more ownership than you hoped.

Capital raise through convertible notes

We have had first hand experience of the benefits of raising through Convertible Notes here at Cake – so we can really vouch for the springboard they provide.

A Convertible Note worked well for Cake as we were able to obtain early funding which allowed us to build and grow, while avoiding the delays and complications of a valuation. It still offered a financial return to investors via the 30% discount to the priced round. With the Convertible Note funding we progressed the company to achieve milestones that allowed a priced equity Seed Round.
- Jason Atkins, Cake CEO

FAQs on convertible notes

1. What happens if the startup doesn't convert the note into equity?

If the startup doesn't convert the note into equity by the maturity date, the investor can choose to either extend the maturity date or demand repayment of the loan.

2. What happens if the valuation of the startup exceeds the conversion cap?

If the valuation of the startup exceeds the conversion cap, the conversion rate is adjusted so that the investor gets more equity.

3. Are convertible note agreements legally binding?

Yes, convertible note agreements are legally binding documents that outline the terms and conditions of a loan.

4. Can convertible notes be used for later stage funding rounds?

Convertible notes are typically used in seed funding rounds, but they can be used for later stage funding rounds as well.

5. How does a convertible note differ from a safe?

A convertible note is a loan that can be converted into equity in the future, while a safe is a simple agreement for future equity that doesn't involve a loan.

6. Are convertible notes a good way to raise money for a startup?

Convertible notes can be a good way to raise money for a startup, especially in the early stages when the value of the startup is uncertain. However, like any funding mechanism, they have their pros and cons and may not be the best option for every startup.

If a convertible note is something you might be interested in to raise capital or extend your runway, get in touch with the team or sign up to get started.

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