Ƶ

Convertible Loan Agreement for Nigeria

Convertible Loan Agreement Template for Nigeria

A comprehensive legal agreement governed by Nigerian law that establishes the terms and conditions under which a lender provides a loan to a company with the distinctive feature that the loan amount can be converted into equity shares under specified circumstances. The agreement details the loan terms, interest rates, repayment schedules, conversion mechanics, and rights of the parties while ensuring compliance with Nigerian corporate, securities, and banking regulations. It includes specific provisions for valuation, conversion triggers, and shareholder rights post-conversion.

Your data doesn't train Genie's AI

You keep IP ownership of your information

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

Download a Standard Template

4.6 / 5
4.8 / 5
Access for free
OR

Alternatively: Run an advanced review of an existing
Convertible Loan Agreement

Let Ƶ's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.

What is a Convertible Loan Agreement?

The Convertible Loan Agreement is a sophisticated financing instrument commonly used in the Nigerian business environment for companies seeking growth capital while deferring valuation discussions. This document is particularly suitable for startups and growing businesses that need immediate funding but want to postpone equity dilution decisions. The agreement complies with Nigerian corporate law requirements, including the Companies and Allied Matters Act 2020 and relevant securities regulations. It provides detailed provisions for loan terms, conversion mechanisms, investor protections, and compliance with local and international banking regulations. The document is structured to accommodate both domestic and international investors, incorporating necessary foreign exchange considerations and Central Bank of Nigeria requirements where applicable.

What sections should be included in a Convertible Loan Agreement?

1. Parties: Identification of the Lender(s), Company (Borrower), and any guarantors

2. Background: Context of the agreement, including company's business and purpose of the loan

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Loan Amount and Purpose: Specification of the loan amount, drawdown conditions, and permitted use of funds

5. Interest: Interest rate, calculation method, and payment terms

6. Repayment Terms: Repayment schedule, prepayment provisions, and payment mechanics

7. Conversion Rights: Terms and conditions for converting the loan into equity, including conversion price and timing

8. Conversion Mechanics: Detailed process for executing the conversion, including notices and documentation

9. Company's Representations and Warranties: Company's confirmations regarding its status, authority, and business

10. Lender's Representations and Warranties: Lender's confirmations regarding authority and investment understanding

11. Company Covenants: Ongoing obligations of the company during the loan term

12. Events of Default: Circumstances constituting default and consequences

13. Boilerplate Provisions: Standard legal provisions including notices, amendments, governing law, and jurisdiction

What sections are optional to include in a Convertible Loan Agreement?

1. Security: Include when the loan is secured by company assets or guarantees

2. Information Rights: Include when lender requires specific information access beyond statutory rights

3. Board Observer Rights: Include when lender is granted right to appoint board observer

4. Anti-dilution Protection: Include when additional protection against dilution is needed beyond conversion adjustments

5. Tag-Along Rights: Include when lender requires right to participate in sale of shares

6. Pre-emptive Rights: Include when lender requires right to participate in future funding rounds

7. Foreign Exchange Provisions: Include when loan is in foreign currency or involves international investors

What schedules should be included in a Convertible Loan Agreement?

1. Loan Details: Detailed terms of the loan including amount, interest rate, and payment dates

2. Conversion Terms: Detailed conversion calculations, including valuation cap and discount rate if applicable

3. Form of Conversion Notice: Template notice for exercising conversion rights

4. Cap Table: Current and post-conversion capitalization table

5. Company Information: Key company details including registration information and existing charges

6. Conditions Precedent: List of conditions to be satisfied before loan drawdown

7. Form of Compliance Certificate: Template for periodic compliance certification by the company

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Nigeria

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions

















































Clauses



































Relevant Industries

Technology

Financial Services

E-commerce

Healthcare

Renewable Energy

Telecommunications

Agriculture Technology

Education Technology

Manufacturing

Real Estate

Construction

Mining

Oil and Gas

Professional Services

Relevant Teams

Legal

Finance

Corporate Development

Treasury

Compliance

Risk Management

Corporate Secretariat

Investment

Board of Directors

Executive Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Investment Manager

Corporate Lawyer

Finance Director

Company Secretary

Investment Banker

Venture Capital Manager

Private Equity Manager

Corporate Finance Manager

Risk Manager

Compliance Officer

Board Director

Financial Controller

Treasury Manager

Industries







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

Business Agreement

A legally binding document under Nigerian law that establishes terms and conditions for business relationships between parties, ensuring compliance with local regulations and protecting all parties' interests.

find out more

House Rent Agreement Form

A Nigerian law-compliant agreement establishing terms and conditions for residential property rental between landlord and tenant.

find out more

Consignment Agreement Form

A Nigerian law-governed agreement establishing terms for consignment sales arrangements, detailing rights and obligations of consignor and consignee.

find out more

General Tenancy Agreement

A Nigerian law-compliant agreement establishing terms and conditions for property rental between landlord and tenant, governed by the Recovery of Premises Act and state rent control laws.

find out more

Standard Form Contract

A standardized contract template compliant with Nigerian law, designed for repeated use in similar business transactions.

find out more

Money Agreement Between Two Parties

A Nigerian law-governed agreement establishing terms and conditions for a monetary loan between two parties, including loan amount, interest rates, and repayment terms.

find out more

Side Agreement

A supplementary contract under Nigerian law that modifies or adds to an existing agreement's terms while maintaining compliance with Nigerian legal requirements.

find out more

Mutual Agreement Between Two Parties

A bilateral agreement under Nigerian law establishing mutual rights and obligations between two parties, with comprehensive terms for business collaboration.

find out more

Incorporation Agreement

A Nigerian law-governed agreement establishing a new company's structure, shareholding, and governance framework under CAMA 2020.

find out more

Fixed Term Tenancy Agreement

A Nigerian law-governed agreement establishing terms and conditions for fixed-term property rental, defining rights and obligations of landlord and tenant.

find out more

Casual Worker Contract

A Nigerian law-compliant contract establishing terms and conditions for casual employment relationships with flexible working arrangements.

find out more

Boilerplate Agreement

A versatile Boilerplate Agreement template under Nigerian law, providing standardized terms for business relationships while ensuring compliance with local legal requirements.

find out more

Tooling Agreement

A Nigerian law-governed agreement establishing terms for industrial tooling equipment, including design, manufacture, use, maintenance, and ownership rights.

find out more

Representation Agreement

A Nigerian law-governed agreement establishing and regulating the relationship between a principal and their appointed representative, defining authority, terms, and obligations.

find out more

Notary Rent Agreement

A legally authenticated rental agreement under Nigerian law, executed before a Notary Public, establishing terms and conditions for property rental.

find out more

Land Agreement Between Two Parties

A Nigerian law-governed agreement for land transfer between two parties, ensuring compliance with the Land Use Act and state regulations.

find out more

Contract Agreement Between Two Parties

A standard Nigerian law-compliant contract agreement template for establishing legal relationships between two parties, incorporating all essential elements required under Nigerian contract law.

find out more

Common Terms Agreement

A Nigerian-law governed agreement establishing standard terms for syndicated lending transactions, harmonizing multiple facility agreements under one master document.

find out more

Buyer Agency Agreement

A Nigerian law-governed agreement establishing the terms and conditions under which a real estate agent represents a buyer in property transactions.

find out more

Contra Agreement

A Nigerian law-governed agreement establishing terms and conditions between a service provider and recipient, defining service scope, obligations, and mutual responsibilities.

find out more

Security Agreement Form

A Nigerian law-governed agreement creating and evidencing security interests over assets, establishing rights and obligations between security provider and holder.

find out more

House Construction Agreement Between Owner Contractor

A Nigerian law-governed agreement between property owner and contractor for residential house construction, defining work scope, terms, and obligations.

find out more

Lodger Agreement

A Nigerian law-governed agreement establishing terms for a lodger's occupation of a room in an owner-occupied property.

find out more

Head Of Terms Agreement

A preliminary agreement under Nigerian law outlining key commercial and legal terms for a proposed transaction or business arrangement.

find out more

Professional Services Retainer Agreement

A Nigerian law-governed agreement establishing terms for ongoing professional services provided on a retainer basis.

find out more

Supply Contract Form

A Nigerian law-governed contract template establishing terms and conditions for the supply of goods between commercial parties.

find out more

Business Contract

A Nigerian business contract template for commercial relationships, compliant with CAMA 2020 and Nigerian commercial law.

find out more

Bike Sale Agreement

A Nigerian law-governed agreement for the sale and purchase of a bike, ensuring legal compliance and protecting both parties' interests.

find out more

Umbrella Agreement

A Nigerian law-governed master agreement establishing framework terms for future specific agreements between parties.

find out more

Share Purchase Agreement

A Nigerian law-governed agreement documenting the terms and conditions for the sale and purchase of shares in a company, including price, warranties, and completion requirements.

find out more

Work Contract

A Nigerian law-governed employment agreement establishing terms and conditions between employer and employee, ensuring compliance with local labor legislation.

find out more

Volunteer Contract

A Nigerian law-governed agreement establishing the terms and conditions of a voluntary service relationship between an organization and a volunteer.

find out more

Voluntary Service Agreement

A Nigerian law-governed agreement establishing the terms and conditions between an organization and a volunteer, outlining responsibilities and protections for both parties.

find out more

Virtual Assistant Contract

A Nigerian law-governed agreement establishing terms and conditions for virtual assistant services, including scope, compensation, and compliance requirements.

find out more

Vendor Services Agreement

Nigerian law-governed agreement defining terms and conditions for vendor service provision, including scope, payment, and performance standards.

find out more

Vendor Contract

A Nigerian law-governed agreement establishing terms and conditions between a customer and vendor for the supply of goods/services.

find out more

Vending Machine Agreement

A Nigerian law agreement governing the installation and operation of vending machines, including revenue sharing and operational requirements.

find out more

Vehicle Agreement Between Two Parties

A legally binding vehicle sale and purchase agreement between two parties under Nigerian law, documenting transfer terms and ownership rights.

find out more

Trust Contract

A Nigerian law-governed document establishing a trust arrangement between settlor, trustees, and beneficiaries, defining asset management and distribution terms.

find out more

Tripartite Contract

A Nigerian law-governed tripartite contract establishing legal relationships and obligations between three parties in a commercial arrangement.

find out more
See more related templates

ұԾ’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; ұԾ’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

We are ISO27001 certified, so your data is secure

Organizational security:

You retain IP ownership of your documents and their information

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