Ƶ

Unsecured Convertible Promissory Note for the United States

Unsecured Convertible Promissory Note Template for United States

An Unsecured Convertible Promissory Note is a debt instrument commonly used in the United States that combines elements of debt and potential future equity. It represents a promise to repay a specific amount with interest, while giving the lender the option to convert the outstanding balance into equity shares under predetermined conditions. As an unsecured instrument, it doesn't require collateral, making it particularly suitable for early-stage companies. The document is subject to federal and state securities laws, including SEC regulations and Blue Sky Laws.

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
Unsecured Convertible Promissory Note

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

What is a Unsecured Convertible Promissory Note?

An Unsecured Convertible Promissory Note is primarily used in situations where companies need immediate funding but want to defer equity valuation discussions. This instrument provides flexibility to both parties: the company receives needed capital without immediately diluting ownership, while investors get the security of debt with potential equity upside. The document typically includes principal amount, interest rate, maturity date, conversion mechanics, and default provisions. Under U.S. law, these notes must comply with federal securities regulations and state-specific requirements, particularly regarding offering and transfer restrictions.

What sections should be included in a Unsecured Convertible Promissory Note?

1. Parties: Identification of lender and borrower

2. Background: Context of the loan and relationship between parties

3. Definitions: Key terms used throughout the document including conversion-related definitions

4. Principal Amount: The amount being borrowed and payment terms

5. Interest Rate: The applicable interest rate, calculation method, and payment schedule

6. Maturity Date: When the note becomes due and payable

7. Conversion Rights: Terms and conditions for converting debt to equity, including conversion price and mechanics

8. Events of Default: Circumstances constituting default and consequences

9. Representations and Warranties: Standard representations and warranties from both borrower and lender

10. Governing Law: Jurisdiction and choice of law provisions

What sections are optional to include in a Unsecured Convertible Promissory Note?

1. Prepayment Provisions: Terms for early repayment, including any penalties or restrictions

2. Subordination: Priority relative to other debt and subordination terms if applicable

3. Amendment and Waiver: Procedures for modifying the note terms or waiving rights

4. Information Rights: Borrower's obligations to provide financial and other information to the lender

What schedules should be included in a Unsecured Convertible Promissory Note?

1. Schedule A - Conversion Terms: Detailed conversion mechanics, formulas, and procedures

2. Schedule B - Form of Conversion Notice: Template notice for exercising conversion rights

3. Schedule C - Capitalization Table: Current capital structure of the company and post-conversion scenarios

4. Schedule D - Payment Schedule: Detailed schedule of interest payments and principal repayment

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

United States

Publisher

Ƶ

Document Type

Promissory Note

Sector

Banking

Cost

Free to use
Clauses
























Industries

Securities Act of 1933: Federal law requiring registration of securities offerings and providing exemptions, fundamental for convertible note compliance

Securities Exchange Act of 1934: Federal law governing secondary market trading and ongoing reporting requirements for securities

Regulation D: SEC rules providing exemptions from registration requirements, including Rules 504, 506(b), and 506(c) commonly used for private placements

Regulation A: Provides exemption for smaller public offerings, potentially relevant for broader convertible note offerings

State Blue Sky Laws: State-specific securities regulations governing registration, disclosure requirements, and exemptions

UCC Article 3: Uniform Commercial Code provisions governing negotiable instruments and their enforcement

UCC Article 9: Uniform Commercial Code provisions regarding secured transactions, providing context even for unsecured notes

Internal Revenue Code: Federal tax provisions governing the treatment of debt instruments and convertible securities

Original Issue Discount Rules: Tax regulations governing the treatment of bonds issued at a discount to their face value

Truth in Lending Act: Federal law requiring disclosure of credit terms and standardizing calculation of credit costs

State Usury Laws: State-specific regulations limiting maximum allowable interest rates on debt instruments

State Corporate Laws: State-specific regulations governing corporate affairs including issuance of convertible securities

State Contract Laws: State-specific regulations governing formation and enforcement of contracts

Bankruptcy Laws: Federal laws governing creditor rights and priority, particularly relevant for unsecured instruments

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

Promissory Note For Payment Of Debt

A U.S. legal document establishing a borrower's promise to repay a specific sum to a lender under defined terms.

find out more

Promissory Note Money Loan

A U.S. legal document establishing terms and conditions for a monetary loan between parties, governed by federal and state lending laws.

find out more

Promissory Note Personal Guarantee Language

A U.S. legal document combining a promissory note with a personal guarantee of repayment, providing additional security for lenders.

find out more

Promissory Note Payable To Order

A U.S. legal instrument containing a written promise to pay a specified sum to a named party or their order, governed by the UCC.

find out more

Promissory Note Lump Sum Payment

A U.S. legal document containing a written promise to pay a specified sum of money in a single payment at a future date.

find out more

Promissory Note Lien

A U.S. legal document combining a promise to repay with a security interest in property, governed by federal and state laws.

find out more

Promissory Note In English

A legally binding document evidencing a debt and repayment terms, enforceable under U.S. law.

find out more

Payment Plan Promissory Note

A U.S. legal document establishing loan terms and scheduled repayment obligations between lender and borrower.

find out more

Promissory Note For Installment Payments

A U.S. legal document establishing a borrower's promise to repay a loan through scheduled installment payments.

find out more

Simple Promise To Pay Letter

A legally binding document used in the United States that formally acknowledges a debt and commits to its repayment under specified terms.

find out more

Promissory Note To Pay Back Money

A legally binding U.S. document containing a written promise to repay a specific sum of money under defined terms.

find out more

Promissory Note For Family Loan

A U.S. legal document that formalizes and documents the terms of a loan between family members.

find out more

Contract To Pay Back Money

A U.S.-governed agreement documenting loan terms, repayment obligations, and security arrangements between a lender and borrower, compliant with federal and state lending laws.

find out more

Unsecured Promissory Note Installment Payments

A U.S. legal document establishing terms for an unsecured loan to be repaid through scheduled installment payments.

find out more

Second Deed Of Trust Promissory Note

A U.S. legal instrument combining a promissory note with a secondary security interest in real property, subordinate to a first deed of trust.

find out more

Promissory Note For Stock Purchase

A U.S. legal document combining a promissory note with stock purchase terms, enabling payment for company shares over time.

find out more

All Inclusive Promissory Note

A U.S. legal document that combines multiple loans into a single promissory note with comprehensive payment terms.

find out more

Promissory Note Secured By A Deed Of Trust

A U.S. legal instrument combining a promise to pay with property security through a deed of trust.

find out more

Purchase Money Promissory Note

A U.S. legal document evidencing a debt obligation created to finance the purchase of property or assets, detailing repayment terms and conditions.

find out more

Due On Demand Promissory Note

A U.S. legal instrument documenting a debt obligation payable upon the lender's demand, governed by state laws and the UCC.

find out more

Private Loan Promissory Note

A U.S. legal document that establishes the terms and conditions of a private loan agreement, creating an enforceable obligation for repayment.

find out more

Hard Money Loan Promissory Note

A U.S. legal document establishing terms for a high-interest, asset-backed loan typically secured by real estate.

find out more

Easy Promissory Note

A U.S.-compliant written promise to repay a specified sum of money under defined terms and conditions.

find out more

General Promissory Note

A legally binding U.S. document containing a written promise to repay a specific sum of money under defined terms.

find out more

Quick Promissory Note

A legally binding U.S. document containing a written promise to pay a specified sum of money under defined terms.

find out more

Generic Promissory Note

A legally binding document used in the U.S. containing a written promise to pay a specified sum under defined terms.

find out more

Unsecured Promissory Note Lump Sum Payment

A U.S. legal document evidencing an unsecured debt to be repaid in a single payment, with specified terms and conditions.

find out more

Standby Promissory Note

A U.S.-governed financial instrument documenting a contingent promise to pay a specified sum under defined terms and conditions.

find out more

Refinance Promissory Note

A U.S. legal document that establishes new terms for an existing loan, replacing the original promissory note with updated financing conditions.

find out more

Promissory Note Signed By Borrower Only

A U.S. legal document containing a written promise to pay a specified sum of money, signed only by the borrower.

find out more

Promissory Note Shareholder Loan To Corporation

A U.S. legal document evidencing a loan from a shareholder to their corporation, including terms of repayment and interest.

find out more

Partial Claim Promissory Note

A U.S. legal document evidencing a borrower's promise to repay a portion of a debt, commonly used in loan modifications and government-backed mortgage programs.

find out more

Mobile Home Promissory Note

A legally binding U.S. document that outlines the terms and conditions of a loan for purchasing a mobile home, subject to federal and state regulations.

find out more

Medical Promissory Note

A U.S. legal document establishing a patient's promise to pay for received medical services, including payment terms and conditions.

find out more

Lender Promissory Note

A U.S. legal document representing a borrower's written promise to repay a loan under specified terms.

find out more

Consumer Promissory Note

A U.S. legal document that establishes the terms of a consumer loan, including repayment obligations and interest rates.

find out more

Business Loan Promissory Note

A U.S. legal document evidencing a business loan agreement, including loan amount, terms, and repayment obligations.

find out more

Standard Promissory Note Secured

A U.S. legal document evidencing a loan agreement secured by collateral, including payment terms and security details.

find out more

Installment Loan Agreement Promissory Note

A U.S.-governed agreement establishing terms for an installment loan, incorporating both loan agreement and promissory note elements.

find out more

Personal Guarantee On Promissory Note

A U.S. legal document where a guarantor assumes responsibility for another party's debt obligation specified in a promissory note.

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