Unsecured Convertible Promissory Note for Malaysia

Unsecured Convertible Promissory Note Template for Malaysia

This document represents a debt instrument governed by Malaysian law that combines elements of a traditional promissory note with the right to convert the outstanding principal and interest into equity shares of the issuing company. It provides a framework for early-stage investment while complying with Malaysian corporate and securities regulations, including the Companies Act 2016 and Capital Markets and Services Act 2007. The document details the loan terms, interest calculations, conversion mechanisms, and rights of both the issuer and noteholder, while maintaining its unsecured status without requiring collateral.

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What is a Unsecured Convertible Promissory Note?

The Unsecured Convertible Promissory Note is a crucial financing instrument in the Malaysian business landscape, particularly for startups and growing companies seeking bridge financing or early-stage investment. This document is typically used when a company needs to raise capital quickly without immediately diluting equity, while giving investors the option to convert their investment into shares at a later date. The note complies with Malaysian legal requirements, including the Companies Act 2016 and relevant securities regulations. It contains essential provisions regarding the principal amount, interest rate, maturity date, conversion mechanisms, events of default, and investor rights. Being unsecured, it doesn't require collateral, making it more accessible for early-stage companies while still providing investors with the potential upside of equity participation.

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

1. Parties: Identification of the Issuer (borrower) and the Noteholder (lender)

2. Background: Context of the loan arrangement and purpose of the note

3. Definitions: Key terms used throughout the document including 'Conversion Price', 'Maturity Date', 'Qualified Financing', etc.

4. Principal Amount and Interest: Specification of the loan amount, interest rate, and interest calculation method

5. Maturity and Repayment: Terms regarding repayment date and payment mechanics

6. Conversion Rights: Conditions and mechanics for converting the note into equity

7. Conversion Price: Formula or fixed price for conversion and any adjustment mechanisms

8. Events of Default: Circumstances constituting default and consequences

9. Representations and Warranties: Standard declarations by the Issuer regarding authority, compliance, and business condition

10. Assignment: Terms governing transferability of the note

11. Notices: Communication requirements and contact details

12. Governing Law and Jurisdiction: Specification of Malaysian law and jurisdiction

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

1. Security Interest: If any collateral is later added, despite being initially unsecured

2. Most Favored Nation: Protection ensuring the noteholder gets the best terms if other notes are issued

3. Pre-emptive Rights: Right to participate in future financing rounds

4. Information Rights: Requirements for providing financial information to the noteholder

5. Board Observer Rights: Rights to attend board meetings, if granted to the noteholder

6. Tax Provisions: Specific tax treatment and withholding requirements

7. Anti-dilution Protection: Protections against dilution of conversion rights

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

1. Form of Conversion Notice: Template notice for exercising conversion rights

2. Interest Calculation Method: Detailed explanation of interest calculations and examples

3. Cap Table: Current and post-conversion capitalization table

4. Qualified Financing Terms: Detailed description of what constitutes a qualified financing event

5. Form of Share Certificate: Template for share certificate to be issued upon conversion

Authors

Alex Denne

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

Jurisdiction

Malaysia

Publisher

Genie AI

Document Type

Promissory Note

Sector

Banking

Cost

Free to use
Relevant Industries

Technology Startups

Financial Services

Venture Capital

Private Equity

Professional Services

Manufacturing

E-commerce

Healthcare

Software Development

Biotechnology

Renewable Energy

Real Estate

Relevant Teams

Legal

Finance

Corporate Development

Investment

Compliance

Risk Management

Executive Leadership

Treasury

Company Secretarial

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Investment Manager

Corporate Lawyer

Legal Counsel

Company Secretary

Finance Director

Venture Capital Associate

Investment Analyst

Corporate Finance Manager

Startup Founder

Business Development Director

Financial Controller

Compliance Officer

Risk Manager

Industries
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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