- A convertible note is a short-term debt instrument that lets startups raise funds without fixing a valuation upfront.
- The debt converts into equity at a future date, once the company's valuation is easier to determine.
- Convertible notes require only one document, making them faster and cheaper to execute than traditional equity financing rounds.
- Convertible notes had no legal recognition in India until 2016.
- The Companies (Acceptance of Deposits) Rules, 2014 were amended in 2016 to formally recognise convertible notes as a startup fundraising instrument.
- Only DPIIT-registered startups are eligible to raise funds through convertible notes.
- Each convertible note must involve an investment of at least INR 25 lakhs.
- The note must convert into equity within 10 years of issuance.
- Conversion terms must be fixed upfront, letting startups avoid valuation disputes at the early investment stage.
If you’re a seed or early-stage startup in need of funds for hiring and operations, you may find it difficult to determine a fair valuation. That’s where convertible notes come in.
A convertible note is a short-term debt instrument that startups can use to raise funding. It allows holders to convert their debt into equity in the company at a future date. The biggest advantage of convertible notes for early-stage startups is that they don’t need to determine the value of the company when issuing them.
Unlike traditional equity financing, issuing a convertible note is quick and efficient. There’s only one document to deal with, which saves time and money for both the company and investors.
Until 2016, convertible notes were not legally recognized in India. However, the Companies (Acceptance of Deposits) Rules, 2014 were amended to recognize them as a fundraising instrument for startups.
DPIIT-registered startups can now raise funding through convertible notes, subject to certain conditions. The investment amount must be at least INR 25 lakhs in a single note and converted within 10 years. The terms of conversion must also be determined upfront.
By linking convertible notes to expected returns instead of valuation and percentage of ownership, startups can avoid the valuation quagmire that often comes with very early-stage investments.
We Are Problem Solvers. And Take Accountability.
Related Posts
Slump Sale vs Share Sale vs Asset Sale: Legal & Tax Comparison
When a business is on the table, the structure you choose is not a formality. It sets the tax bill,...
Learn More
Escrow Arrangements in Share Deals: When and how to use them
Escrow is one of those SPA terms that founders agree to without fully understanding what they have committed to. A...
Learn More
Earnouts in Indian M&A: Structuring, FEMA Limits, and Tax
Earnouts have become the most common way to close the valuation gap in Indian M&A, and also the most commonly...
Learn More© 2026 Treelife Ventures Services Private Limited. All Rights Reserved.
