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Loan Conversion Agreement Template for England and Wales

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Key Requirements PROMPT example:

Loan Conversion Agreement

"I need a Loan Conversion Agreement to convert our existing £500,000 startup loan into Series A preferred shares at a pre-agreed valuation of £5 million, with the conversion to take place on 15 March 2025."

Document background
The Loan Conversion Agreement is commonly used in the UK when parties wish to transform debt obligations into equity or other forms of value. This document is particularly relevant in startup funding, restructuring scenarios, or when implementing predetermined conversion rights. The agreement specifies how the original loan will be converted, addressing matters such as timing, valuation, and resulting ownership structure. Under English and Welsh law, this agreement must comply with both corporate and financial services regulations, particularly regarding share issuance and capital structure modifications.
Suggested Sections

1. Parties: Identifies the lender and borrower with full legal details

2. Background: Details of the original loan and reasons for conversion

3. Definitions: Key terms used throughout the agreement

4. Conversion Terms: Specifics of how and when the loan converts

5. Conversion Mechanics: Technical process of conversion execution

6. Representations and Warranties: Standard assurances from both parties

7. Governing Law: Specification of applicable law and jurisdiction

Optional Sections

1. Security Provisions: Details of security arrangements when loan is secured against assets

2. Interest Provisions: Treatment of accrued interest upon conversion when interest handling needs specific attention

3. Conditions Precedent: Prerequisites before conversion can occur when conversion is subject to specific conditions

Suggested Schedules

1. Original Loan Agreement: Copy or details of the original loan being converted

2. Conversion Calculations: Formula and examples of conversion calculations

3. Form of Conversion Notice: Template notice to be used when exercising conversion

4. Share Certificate Template: Template for new share certificates if converting to shares

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 2006: Primary legislation governing company operations, share issuance, and capital structure changes in loan conversion scenarios

Financial Services and Markets Act 2000: Regulatory framework for financial services and markets operations in the UK, including loan arrangements and conversions

Consumer Credit Act 1974: Legislation governing credit arrangements involving individual borrowers, potentially relevant if the loan conversion involves retail investors

Law of Property (Miscellaneous Provisions) Act 1989: Legislation governing formalities for creation and enforcement of certain types of contracts and property rights

Financial Conduct Authority Regulations: Regulatory requirements from the FCA governing financial services, market conduct, and consumer protection

Prudential Regulation Authority Requirements: Regulatory framework focusing on the prudential regulation of banks, building societies, and major investment firms

Money Laundering Regulations 2017: Anti-money laundering requirements that may apply to loan conversion transactions

Corporation Tax Act 2009: Tax legislation governing corporate transactions including loan conversions and their tax implications

Income Tax Act 2007: Tax legislation relevant to income treatment of loan conversion arrangements

Stamp Duty Legislation: Regulations governing stamp duty and stamp duty reserve tax on loan conversion transactions and share issuance

Small Business, Enterprise and Employment Act 2015: Legislation affecting small business operations and financial arrangements

PSC Regulations: Requirements regarding People with Significant Control, relevant when loan conversions result in significant ownership changes

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

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