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Updated 22.01.2025

Convertible loan agreement 

Loan to a Swiss limited liability company or partnership with a possibility of total or partial conversion into share capital.

One template or unlimited?

CHF 69 per document, or CHF 100/month for unlimited access (annual)

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Use this contract: 

  • To grant a loan to a Swiss limited liability corporation or partnership, in Swiss francs.
  • To allow the possibility of conversion of all or part of the loan into the share capital of the lender.
  • Whether or not you would like to apply interest rate, simple or compound.
  • Whether the lender is a company or an individual, Swiss or foreign.

contract

CHF 69/document

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Compliant with Swiss law
Includes a legal quality guarantee of up to CHF 25,000

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Use either or all of the following possibilities: 

Call option: the lender decides freely, but is not obliged to convert the loan into share capital. The borrower must comply. 

Put option: the borrower decides, but is not required, to force the lender to convert the loan into share capital. The lender must comply. 

Mandatory conversion: a certain event shall trigger automatic conversion of the loan into share capital, and both parties must comply. 

The loan may be converted as follows, at your choice: 

  • Full or partial conversion of the loan, with or without a minimum required amount. 
  • Upon maturity date (reimbursement date) or earlier. 
  • Subject or not to a preliminary condition to fulfil. 
  • Accumulated interest, if any, may be totally or partially waived upon conversion, or be paid. 
  • The shares may be issued at a fixed price, or at a market price, with or without discount. 
One template or unlimited?

CHF 69 per document, or CHF 100/month for unlimited access (annual)

Learn more

Protect your interests with these additional guarantees:  

  • Indication of how the market price per share should be calculated, if applicable. 
  • Additional restrictions onto the borrower until repayment or conversion. 
  • Additional warranties and undertakings of the borrower. 
  • Preliminary condition to granting of the loan and of the right to conversion. 
  • Default payment penalties and reminder fees. 
  • Acceleration for breach of covenants or insolvency.  

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