SeedNOTE, to easily convert debt to equity
SeedNOTE is a carefully constructed, simple and now incredibly popular form of convertible loan note - if investors are looking for repayment of their investment capital, interest or more complex deal terms then SeedNOTE convertible loan note is the way to go.
Convertible loan notes for Singapore companies
Simplify a deal with complex terms
Convertible loan notes (CLNs) can be complex, but they don’t need to be complicated. Choose terms to create a SeedNOTE ideally suited to your fundraising.
Determine company valuation later- Convert at your next funding round
- Choose to repay the loan or convert into equity on maturity
Customisable convertible loan notes
Create agreements your investors will love
Is your investor looking for a return of capital, interest or more complex deal terms? Our SeedNOTE convertible loan note is the way to go.
- Offer investors interest and a discount
- Add covenants or repayment triggers
- Share, negotiate and sign online
Raise from multiple investors
Combine multiple investors in one agreement
Got more than one investor? Great! No need to create separate documents, with SeedNOTE you can add all investors to one agreement.
- Follow the workflow to build your docs
- Add multiple investors to the same SeedNOTE
- Auto-generate all the supporting legal docs
Convertible loan notes made simple
Choose your terms
Follow the workflow to customise your convertible loan note
Decide company valuation later
Delay valuation until your round, give your company more time to grow
Seize every opportunity
Don’t wait to do a round - raise smaller amounts of capital as and when it’s available
Create, negotiate and sign
Sign and store your documents on SeedLegals
Auto-update your cap table
No need for spreadsheets
Sign Board and Shareholders Resolutions
To approve the new shares you’ll issue at the next round
Ask us anything
Get unlimited hours of support from our team every step of the way
Simplify your legals
Get your time back to spend more time doing what you love
How it works
Other ways to raise before a round
Looking for a more simple investment agreement?
For straightforward equity investments, use SeedSAFE, our simple agreements for future equity (SAFE).
Find out more about SeedSAFE
Unlimited help with your convertible loan note
Speak to our team
Need some help? Not sure how to get started? All our automated legals feature handy tutorials and hint text, and our helpful team of humans are here to guide you every step of the way.
- See how it works with a free consultation and tour
- Talk to us via live chat, phone, email or Whatsapp
- Unlimited hours of support included in all plans - no extra cost
SeedNOTE
Our full-featured convertible note. S$1,390 to unlock, balance on completion. Pricing starts at S$3,990 and is capped at S$9,990, and includes free conversion into shares later.
From
S$3,990
How much will my SeedNOTE cost me?What's included?
- Term Sheet
- SeedNOTE Convertible Loan Note agreement
- Investor Consent Notice
- Board & Shareholders Resolutions
- Free conversion into shares later
- Automatically updated cap table
- Step-by-step wizard, hint text and tutorials
- Share and sign everything on SeedLegals
- Unlimited hours of support from our team
How it works
- 1Subscribe to SeedLegals and create your company account
- 2Create your SeedNOTE
- 3Enter your investment details
- 4Invite your investors to review and sign on SeedLegals
- 5Your investors transfer you the funds directly
You'll need a SeedLegals subscription (S$69/month or S$699/year)
FAQs - SeedNOTE
Frequently asked questions about SeedNOTE
What is a Convertible Loan Note (CLN)?
A CLN (or just ‘convertible note’) is a short-term debt instrument that allows investors to make a loan to your company and this loan either converts into shares of your company (typically at the next funding round) or is ‘redeemed’, which means that you repay the investment amount in full, with the agreed interest.
SeedNOTE is our SeedLegals CLN. It used to be prohibitively expensive and complicated to raise capital by convertible debt, so we developed SeedNOTE as a simple and powerful tool for fundraising companies.What is the difference between a SAFE and a CLN?
CLNs sometimes get confused with SAFEs as they are both agreements you make with investors that help you raise money before a funding round.
The main difference between SAFEs and CLNs is that convertible notes are debt-equity (also known as quasi-equity) instruments while SAFEs are equity agreements. The convertible debt can be repaid in certain scenarios, and it can carry interest, while a SAFE (such as a SeedSAFE or a SeedFAST) is not repayable at all.When should I use a SeedNOTE?
SeedNOTEs are useful if you want to raise funding without immediately determining your company valuation and without diluting existing shareholders.
Some investors prefer convertible loan notes to straight equity investments because of the potential to earn interest and other investor protectionsWhy do some investors prefer convertible debt to equity investments?
Investors prefer convertible debt to equity investments because it gives them specific protections and a way to secure a discount on a future funding round:
Earn interest
CLNs and SeedNOTE typically come with interest, which the company pays to the investor. It’s a small but reliable way for the investor to get guaranteed value from their investment.
Be more protected if things go wrong
Because it’s considered a debt instrument before it’s converted, investors via SeedNOTE count as creditors. If your company is insolvent or going to liquidate or wind up, debt ranks higher than equity – so if there’s money available, creditors get paid (with interest) ahead of any shareholders.
Hedge their bets
With a SeedNOTE, if the company doesn’t meet its growth targets by raising a funding round, investors can get their money back plus interest. But if the company thrives, their loan converts to equity and they get a stake – often at a discounted price. It’s a win-win.When do I need to issue equity to my investor?
It depends on what terms you choose for your agreement. Your SeedSAFE and SeedNOTE convert to equity either:
- at the next funding round, or
- when you raise above a preset qualifying amount, or
- at the longstop or maturity date
This is the date at which the agreement automatically converts if you don’t raise any more funds.I have operations in the UK, can SeedLegals help?
Yes, absolutely. We offer a range of services in the UK and it can be more efficient to streamline your international operations through SeedLegals. Ask us for more information.I have a UK investor and they’re asking me about SEIS/EIS relief...?
In the UK, the Enterprise Investment Schemes - SEIS and EIS - give generous tax breaks to investors in startups and scale-ups. If an investment in your company qualifies for SEIS or EIS, it can make you much more attractive to UK investors. .
Our SeedFAST agreements aren’t classed as debt so they are SEIS and EIS compliant, as long as you include a longstop date no more than six months from when your investor gives you the funds (so the agreement converts to equity within the six months).
SeedNOTEs aren’t compatible with SEIS or EIS because they’re classed as debt.
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More customer stories
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One of the great things about SeedLegals is that it is designed to be appropriate for the round and the stage of the business. They keep it simple. It feels like they really understand that.
Alex Rainey
Co-founder & CEO, Pluto
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The reality is you’re on a journey; fundraising is so much about the narrative. SeedLegals allows you to tell the right story at the right time with the right legal documents for different types of investors.
Louise Doherty
Founder & CEO, Yoller
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SeedLegals held our hand through complex investor negotiations and even picked up on some errors produced by our previous lawyers which were a well-known City law firm!
Alex Templeton
Founder & CEO, Qured
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How do I get all the businesses I invest in to use it?
Alexander Wyndham
Angel Investor , The Family
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It's easy to forget about the legal side of things but SeedLegals make things really easy to understand. The team at SeedLegals are truly amazing.
Darren Tenkorang
Founder, TRIM-IT
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There’s an opportunity to reach a specialist advisor via chat, phone and email too to check in on any of this. The SeedLegals team were extremely responsive – really amazing.
Emilie Vanpoperinghe
Co-Founder, OddBox
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