Convertible Loan Agreement

An unsecured loan from investors to the company that converts into shares at a discount or capped price on the next funding round.

Editable Word document
14
10pages
Guidance notes included
aml consultancy solutions

Raising investment

Convertible Loan Agreement

About this document

What it’s for

A convertible loan agreement (CLA) lets investors lend money to the company now. The loan normally converts into shares at the next priced funding round, at a discount to the round price or at a capped valuation. If there is an exit or no round by the maturity date, the lenders can choose repayment or conversion.

When to use it

  • To bridge to a priced round when investors do not need SEIS or EIS relief
  • When investors want the downside protection of being creditors
  • For corporate investors, funds or existing shareholders lending more

What’s inside

The document is laid out in the sections below. Each one comes with a plain-English guidance note explaining what it does and what to change.

  1. Definitions and interpretation
  2. The Loan
  3. Interest
  4. Conversion on a Qualifying Financing
  5. Exit before conversion
  6. Maturity
  7. Conversion mechanics
  8. Repayment and prepayment
  9. Events of default
  10. Company undertakings
  11. Warranties
  12. Ranking
  13. Transfers and Lender decisions
  14. Tax
  15. Notices
  16. General
  17. Governing law and jurisdiction

How to complete it

  • Complete the Lenders and amounts in Schedule 1 and the key terms in clause 1
  • Choose the interest rate, maturity date, discount and caps
  • Decide what happens on an exit (clause 5) and at maturity (clause 6)
  • Use Schedule 3 to check the conversion maths

Key points to check

  • A convertible loan does not qualify for SEIS or EIS – use the Advance Subscription Agreement in this pack if relief is needed
  • Interest paid to individuals usually requires 20% tax to be withheld

Our templates are professionally structured starting points for UK businesses, not legal advice. For anything complex, unusual or high-value, have your final version checked by a solicitor.

Included in the pack

Raising investment

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Editable Microsoft Word files

Guidance notes in every document

Written for UK businesses

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