Overview of an Approve Additional Fundraising with Convertible Notes

What is an Approve Additional Fundraising with Convertible Notes?

A Directors’ Resolution to Issue Convertible Notes is a resolution to be passed by the directors of a company to approve the issue of convertible notes. This document is for the issue of subsequent rounds of convertible notes of a company that already has a Convertible Note Instrument in place.

There are two options when using a Directors’ Resolution to Issue Convertible Notes:

  • if a meeting of the board of directors is convened to address the issue, use the Board Minutes to Issue Convertible Notes; or
  • if the board resolution will be passed by way of a written resolution, use the Written Board Resolution to Issue Convertible Notes.

Key points included

  • Details of the meeting (if using Board Minutes);
  • Date of passing the resolution;
  • Details of the investor(s);
  • Principal amount of subscription; and
  • Company proposal to execute a Convertible Note Instrument.

Notes on signing

  • The Board Minutes to Issue Convertible Notes should be signed by the chairperson of the meeting.
  • The Written Board Resolution to Issue Convertible Notes should be signed by all the directors.

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