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Loan Conversion To Equity Agreement

Loan Conversion To Equity Agreement Template for Singapore

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Key Requirements PROMPT example:

Loan Conversion To Equity Agreement

"I need a Loan Conversion To Equity Agreement to convert our outstanding loan of SGD 2 million into Series B preferred shares, with a pre-agreed conversion price of SGD 15 per share and anti-dilution protection for the investor, to be completed by March 2025."

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Document background
The Loan Conversion To Equity Agreement is typically used when a company and its lender agree to transform debt obligations into ownership stakes, often as part of financial restructuring or planned investment strategy. Under Singapore's legal framework, this document must comply with strict corporate governance requirements and securities regulations. The agreement details the conversion mechanism, share valuation, regulatory compliance, and protects both parties' interests through carefully structured terms and conditions. It's particularly relevant in startup funding rounds, corporate restructuring, and strategic investments where debt-to-equity conversion presents mutual benefits for both lender and borrower.
Suggested Sections

1. Parties: Identification of the lender, borrower, and any guarantors

2. Background: Details of the original loan and circumstances leading to conversion

3. Definitions: Key terms used throughout the agreement

4. Conversion Terms: Specific conditions and mechanics of converting debt to equity

5. Conversion Price/Ratio: Formula or fixed terms for calculating conversion value

6. Representations and Warranties: Statements of fact by both parties regarding their capacity, authority, and compliance

7. Completion Mechanics: Process and timing of conversion completion

8. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes

Optional Sections

1. Anti-dilution Provisions: Protection mechanisms against future dilution of converted shares

2. Board Appointment Rights: Rights of the converting lender to appoint board members post-conversion

3. Tag-Along Rights: Rights of minority shareholders to join in sale of majority shares

4. Pre-emptive Rights: Rights of existing shareholders to maintain their percentage ownership in future share issues

5. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale of company

Suggested Schedules

1. Original Loan Agreement: Copy of the original loan documentation being converted

2. Conversion Calculations: Detailed methodology and calculations for the debt-to-equity conversion

3. Share Certificate Form: Template for new share certificates to be issued upon conversion

4. Board Resolutions: Corporate approvals and resolutions authorizing the conversion

5. Shareholders' Agreement: New or amended shareholders' agreement reflecting post-conversion arrangements

6. Company Constitution: Current constitution of the company showing share capital structure

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions

































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Industries

Companies Act (Cap. 50): Primary legislation governing corporate entities in Singapore, covering share capital regulations, issuance requirements, directors' duties, registration requirements, and shareholders' rights

Securities and Futures Act (Cap. 289): Regulates securities offerings, disclosure requirements, investor protection provisions, and prospectus requirements for securities transactions

MAS Guidelines: Monetary Authority of Singapore guidelines covering financial regulatory requirements, licensing considerations, and compliance requirements

Contract Law: Common law principles governing contract formation, consideration, capacity to contract, and terms and conditions

SGX Rules: Singapore Exchange regulations covering listing requirements, corporate disclosure obligations, and shareholders' approval requirements for listed companies

Stamp Duties Act: Legislation governing stamp duty implications for share transfers and document stamping requirements

Income Tax Act: Tax legislation covering implications of debt-to-equity conversion, capital gains considerations, and tax treatment of interest

Foreign Investment Regulations: Regulations governing foreign investment participation, including foreign ownership restrictions and compliance requirements

Corporate Governance Requirements: Guidelines and requirements for corporate governance, including company constitution, shareholders' agreements, pre-emptive rights, and anti-dilution provisions

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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