A Loan Conversion Agreement is commonly used in Singapore when parties wish to restructure debt obligations by converting them into equity. This typically occurs in startup funding rounds, debt restructuring scenarios, or when implementing previously agreed convertible loan terms. The agreement must comply with Singapore's regulatory framework, including the Companies Act and Securities and Futures Act. It specifies conversion ratios, timing, and resulting shareholding structures, while addressing corporate approvals, security releases, and tax implications.
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Key Requirements PROMPT example:
Loan Conversion Agreement
"Need a Loan Conversion Agreement to convert our existing SGD 2 million bridge loan into Series A preferred shares, with the conversion to take place by March 2025, including standard Singapore tech startup terms and release of previous security arrangements."
1. Parties: Identification of the lender and borrower, including their registered addresses and company registration numbers
2. Background: Details of the original loan agreement, outstanding amounts, and circumstances leading to the conversion
3. Definitions: Key terms used throughout the agreement including Conversion Date, Conversion Shares, Conversion Price, etc.
4. Conversion Terms: Specific terms of converting the loan to equity, including conversion price, number of shares, and class of shares
5. Conversion Mechanics: Process and timing of the conversion, including conditions precedent and execution requirements
6. Representations and Warranties: Statements of fact by both parties regarding their authority, capacity, and compliance with law
7. Covenants: Ongoing obligations of the parties before and after conversion
8. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for dispute resolution
1. Security Release: Terms for releasing any security associated with the original loan, including timing and documentation requirements
2. Tax Provisions: Specific provisions dealing with stamp duty, income tax, and other tax implications of the conversion
3. Foreign Investment Provisions: Compliance requirements with Singapore foreign investment rules and necessary approvals
4. Shareholders Rights: Special rights or restrictions attached to the conversion shares, if any
1. Schedule 1 - Original Loan Agreement: Copy of the original loan agreement being converted
2. Schedule 2 - Conversion Calculation: Detailed formula and calculations for conversion ratio and number of shares
3. Schedule 3 - Form of Share Certificate: Template for new share certificates to be issued upon conversion
4. Schedule 4 - Corporate Approvals: Copies of board resolutions, shareholder resolutions, and other corporate approvals
5. Schedule 5 - Completion Checklist: List of documents and actions required to complete the conversion
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