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.