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Convertible Loan Note Template for Qatar

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Key Requirements PROMPT example:

Convertible Loan Note

I need a convertible loan note for an early-stage startup seeking to raise $100,000, with a 5% annual interest rate, a 20% discount rate on conversion, and a maturity period of 18 months. The note should include provisions for automatic conversion upon a qualified financing round of at least $500,000 and optional conversion at the discretion of the noteholder.

What is a Convertible Loan Note?

A Convertible Loan Note is a flexible financing tool that lets investors lend money to startups with the option to convert their loan into company shares later. In Qatar's growing tech ecosystem, these notes help new companies get funding without having to set a firm company valuation right away.

Under Qatar Financial Centre regulations, these notes typically convert to equity when the company raises its next major investment round or reaches specific milestones. They offer investors special perks like discount rates on future share prices and interest payments until conversion, while giving startups the cash flow they need to grow without immediately diluting ownership.

When should you use a Convertible Loan Note?

Use a Convertible Loan Note when your startup needs quick funding but setting a company valuation is challenging or premature. This financing tool works especially well for Qatar-based tech companies in their early stages, particularly when traditional bank loans aren't accessible and you're not ready for a full equity investment round.

The note becomes particularly valuable during bridge funding periods between major investment rounds, or when testing new market opportunities in Qatar's emerging sectors. It gives you immediate capital while preserving flexibility on valuation terms, and helps maintain positive relationships with early investors by offering them favorable future conversion terms under QFC regulations.

What are the different types of Convertible Loan Note?

  • Standard Conversion Notes: Basic notes that convert to equity at the next funding round, common among Qatar's tech startups
  • Capped Notes: Include a maximum valuation cap to protect investors from dilution, popular with QFC-registered companies
  • Interest-Bearing Notes: Offer fixed interest payments until conversion, preferred by more conservative Qatari investors
  • Discount Notes: Provide a set percentage discount on the next round's share price, widely used in early-stage funding
  • Mandatory Conversion Notes: Automatically convert to equity at specific trigger events, common in structured financing deals

Who should typically use a Convertible Loan Note?

  • Startup Founders: Primary recipients of the funding, responsible for negotiating terms and ensuring compliance with QFC regulations
  • Angel Investors: Provide the initial capital and typically negotiate conversion terms and valuation caps
  • Legal Counsel: Draft and review Convertible Loan Notes to ensure they meet Qatar's financial regulations
  • Company Directors: Must approve and execute the notes on behalf of the startup
  • Financial Advisors: Help structure the terms and advise on valuation mechanisms
  • QFC Regulators: Oversee compliance and maintain registration requirements for these financial instruments

How do you write a Convertible Loan Note?

  • Company Details: Gather current registration documents, QFC license number, and shareholder information
  • Investment Terms: Define loan amount, interest rate, and maturity date aligned with Qatar's banking regulations
  • Conversion Mechanics: Specify trigger events, valuation caps, and discount rates for future equity conversion
  • Security Provisions: Document any collateral or guarantees required under Qatari law
  • Investor Information: Collect KYC documents and proof of funds as per QFC requirements
  • Signature Authority: Confirm who has legal power to execute the note for both parties
  • Review Process: Use our platform to generate a compliant draft, then validate all terms with stakeholders

What should be included in a Convertible Loan Note?

  • Parties Section: Full legal names and addresses of lender and borrower, with QFC registration details
  • Loan Terms: Principal amount, interest rate, and maturity date in clear, numeric terms
  • Conversion Rights: Detailed mechanics for equity conversion, including valuation methods and timing
  • Qualifying Events: Specific triggers that initiate conversion options under QFC guidelines
  • Security Provisions: Any collateral or guarantees securing the loan
  • Default Clauses: Clear consequences and remedies under Qatar law
  • Governing Law: Explicit reference to Qatar law and QFC jurisdiction
  • Execution Block: Proper signature spaces with witness requirements

What's the difference between a Convertible Loan Note and a Loan Agreement?

A Convertible Loan Note differs significantly from a Loan Agreement in both structure and purpose. While both involve lending money, their mechanisms and outcomes are quite different in Qatar's legal framework.

  • Conversion Rights: Convertible Loan Notes include the unique right to convert debt into equity shares, while standard Loan Agreements remain purely debt instruments
  • Interest Treatment: Loan Agreements typically require regular interest payments, while Convertible Notes often accrue interest until conversion
  • Valuation Approach: Convertible Notes delay company valuation until a future funding round, whereas Loan Agreements don't involve valuation considerations
  • Regulatory Framework: Under QFC rules, Convertible Notes face additional scrutiny as potential equity instruments, while Loan Agreements follow simpler debt regulations
  • Default Remedies: Loan Agreements focus on repayment and collateral, while Convertible Notes may offer conversion as an alternative to default

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