ºÚÁÏÊÓÆµ

Note Conversion Agreement Template for Malaysia

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Note Conversion Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Note Conversion Agreement

"I need a Note Conversion Agreement for my Malaysian technology startup to convert a seed investment note of RM 500,000 into equity shares at a pre-agreed valuation, with the conversion to take place by March 2025 and including standard anti-dilution protections for the investor."

Document background
The Note Conversion Agreement is a crucial document in Malaysian corporate financing, typically used when companies wish to convert outstanding debt obligations into equity shares. This agreement is commonly employed in startup funding rounds, debt restructuring, or when early-stage investors holding convertible notes exercise their conversion rights. The document must comply with Malaysian regulatory requirements, including the Companies Act 2016 and relevant securities regulations. It outlines critical elements such as conversion ratios, timing, conditions precedent, and the rights attached to the newly issued shares. The agreement is particularly important in protecting both the company's and investors' interests while ensuring a smooth transition from debt to equity ownership.
Suggested Sections

1. Parties: Identification of the Note Holder(s), the Company, and any other relevant parties

2. Background: Recitals describing the existing promissory note(s) and the parties' intention to convert the debt into equity

3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement

4. Conversion Terms: Core terms of the conversion including conversion price, number of shares to be issued, and timing

5. Conditions Precedent: Conditions that must be satisfied before the conversion can take place

6. Conversion Mechanism: Detailed process of how the conversion will be executed

7. Representations and Warranties: Statements of fact and assurances from both parties

8. Company's Obligations: Company's commitments regarding share issuance and regulatory compliance

9. Note Holder's Obligations: Note Holder's commitments regarding the surrender of notes and required documentation

10. Completion: Actions to be taken at completion of the conversion

11. Termination: Circumstances under which the agreement can be terminated

12. Notices: Process for formal communications between parties

13. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including amendments, severability, and entire agreement

Optional Sections

1. Regulatory Compliance: Additional section required when the conversion involves regulated securities or requires specific regulatory approvals

2. Multiple Conversion Tranches: Required when the conversion will occur in multiple stages or tranches

3. Tag-Along Rights: Include when existing shareholders are granted rights to participate in the conversion

4. Anti-Dilution Protection: Include when providing protection against future dilution of converted shares

5. Board Appointment Rights: Include when the conversion grants the note holder rights to appoint board members

6. Registration Rights: Include for convertible notes in private companies where future public listing is contemplated

7. Tax Provisions: Required when specific tax treatments or obligations need to be addressed

8. Shareholder Approval: Include when shareholder approval is required for the conversion

Suggested Schedules

1. Schedule 1 - Existing Note Details: Details of the original promissory note(s) including date, amount, and terms

2. Schedule 2 - Conversion Calculations: Detailed calculations showing conversion ratio, share price, and number of shares to be issued

3. Schedule 3 - Form of Conversion Notice: Template for the formal notice triggering the conversion

4. Schedule 4 - New Share Terms: Terms and rights attached to the new shares to be issued

5. Schedule 5 - Completion Documents: List of all documents required for completion of the conversion

6. Schedule 6 - Corporate Authorizations: Copies of required board and shareholder resolutions

7. Appendix A - Shareholders' Agreement Terms: If applicable, key terms from shareholders' agreement that will apply to converted shares

8. Appendix B - Regulatory Approvals: Copies of or requirements for necessary regulatory approvals

Authors

Alex Denne

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

Relevant legal definitions































Clauses




























Relevant Industries

Technology

Financial Services

Startups

Real Estate

Manufacturing

Healthcare

E-commerce

Renewable Energy

Telecommunications

Professional Services

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Treasury

Corporate Development

Investment Relations

Risk Management

Executive Management

Relevant Roles

Chief Financial Officer

Legal Counsel

Company Secretary

Investment Manager

Corporate Finance Manager

Compliance Officer

Chief Executive Officer

Finance Director

Investment Banker

Corporate Lawyer

Business Development Manager

Venture Capital Associate

Treasury 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

Find the exact document you need

Conversion Agreement

A Malaysian law-governed agreement that formalizes the conversion of a business entity from one legal structure to another, ensuring regulatory compliance and smooth transition.

find out more

Convertible Note Contract

Malaysian law-governed agreement for convertible debt investment, detailing terms for loan conversion to equity shares.

find out more

Note Conversion Agreement

A Malaysian law-governed agreement establishing terms for converting debt notes into company equity shares.

find out more

Compulsory Convertible Debentures Agreement

Malaysian law-governed agreement for issuing compulsory convertible debentures, establishing terms for mandatory conversion of debt to equity.

find out more

Convertible Note Subscription Agreement

A Malaysian law-governed agreement for the issuance of convertible notes that can convert into company equity, typically used in startup funding rounds.

find out more

Debt To Equity Conversion Agreement

Malaysian law-governed agreement for converting corporate debt into equity shares, ensuring compliance with local corporate and securities regulations.

find out more

Convertible Debt Agreement

A Malaysian law-governed agreement establishing terms for debt financing that can convert to equity shares, detailing loan terms, conversion rights, and compliance requirements.

find out more

Convertible Bond Agreement

A Malaysian law-governed agreement establishing terms for convertible bonds, including conversion rights, interest payments, and regulatory compliance requirements.

find out more

Convertible Loan Agreement

A Malaysian law-governed agreement for a loan that can be converted into company shares, typically used in startup financing.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: /our-research
Oops! Something went wrong while submitting the form.

³Ò±ð²Ô¾±±ð’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; ³Ò±ð²Ô¾±±ð’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our for more details and real-time security updates.