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eNotary - Convertible Loan Agreement for Start-Ups

 

Welcome to VISCHER's eNotary. On this platform, you have the opportunity to take the first easy steps for a convertible loan for a start-up s. We can incorporate in this way your information directly into the legal documents. This helps to reduce communication errors.

 

Filling in this questionnaire will not result in any fees or costs for you and accordingly does not constitute an engagement. Such engagement requires a formal agreement that includes a check that we have no conflict of interests in advising you.

 

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Two options are offered below. Option 1 provides for the creation of conditional share capital prior to disbursement of the loan. Option 2 postpones this until later.

 

From the lender's point of view, Option 1 is preferable as it secures the conversion right (or the possibility to actually convert into shares at the respective time) strongly since the lender does not have to pay the loan until the conditional share capital has been created.

 

Under Option 2, the conversion right is less strongly secured since the conditional capital required for the conversion has yet to be created (i.e. after the loan has already been paid). The lender is reliant on the cooperation of the borrower's shareholders. For this reason, Option 2 includes the provision that, in addition to the company as borrower, shareholders representing at least 2/3 of the company also sign support declarations for the convertible loan agreement.

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