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Convertible Loan Agreement Template for Singapore

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Key Requirements PROMPT example:

Convertible Loan Agreement

"I need a Convertible Loan Agreement for a Singapore tech startup receiving SGD 500,000 from a venture capital firm, with a 2% monthly interest rate and automatic conversion upon a Series A funding round, including board observer rights for the investor."

Document background
The Convertible Loan Agreement is commonly used in Singapore's startup ecosystem as a bridge financing instrument. It allows companies to secure immediate funding while deferring equity valuation discussions to a later date. Under Singapore law, these agreements must comply with specific regulatory requirements, including those set by the Monetary Authority of Singapore and the Securities and Futures Act. The document typically includes detailed provisions on conversion triggers, interest rates, repayment terms, and shareholder rights upon conversion.
Suggested Sections

1. Parties: Identification of lender and borrower with full legal details

2. Background: Context of the loan and purpose

3. Definitions: Key terms used throughout the agreement

4. Loan Amount and Disbursement: Specification of loan amount and disbursement terms

5. Interest: Interest rate and calculation method

6. Conversion Rights: Terms and conditions for converting loan to equity

7. Repayment Terms: Schedule and methods of repayment

8. Events of Default: Circumstances constituting default

9. Representations and Warranties: Standard assurances from both parties

Optional Sections

1. Security: Details of any collateral - include when loan is secured

2. Information Rights: Lender's rights to company information - include for sophisticated investors

3. Board Observer Rights: Rights to attend board meetings - include for strategic investors

Suggested Schedules

1. Conversion Mechanics: Detailed procedures for conversion process

2. Repayment Schedule: Detailed payment timeline

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

4. Cap Table: Current and post-conversion shareholding structure

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

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Industries

Companies Act (Cap. 50): Primary legislation governing company operations, corporate structure, and shareholder rights in Singapore

Securities and Futures Act (Cap. 289): Regulates securities offerings, financial instruments, and investor protection requirements

Moneylenders Act (Cap. 188): Governs lending activities and interest rate restrictions in Singapore

Common Law Contract Principles: Fundamental contract law principles derived from Singapore's common law system

MAS Guidelines: Regulatory guidelines issued by the Monetary Authority of Singapore for financial transactions

MAS Notice 756: Specific regulations regarding lending of Singapore Dollar to Non-Resident Financial Institutions

SGX Listing Rules: Requirements for listed companies regarding corporate actions and disclosures

Income Tax Act: Tax implications and treatment of convertible loans and interest payments

Stamp Duties Act: Requirements for stamp duty payments on loan documentation

ACRA Requirements: Registration and filing requirements with the Accounting and Corporate Regulatory Authority

Corporate Authorization Requirements: Internal corporate approvals needed including board resolutions and shareholder approvals

Foreign Investment Regulations: Rules governing foreign investment and currency control in Singapore

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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