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A standardised Convertible Loan Agreement for the Belgian ecosystem
About
An easy-to-use template to set up for success
The S1 Convertible is a standardised convertible loan agreement (CLA) for early-stage financing of Belgian startups.
Created in close partnership with several of Belgium’s leading law firms, the goal of the S1 Convertible is to provide an easy-to-use and balanced template that simplifies early-stage fundraising for both entrepreneurs and investors.
Entrepreneurs should be able to focus on building their business, and not be hindered or slowed down by unnecessary money, time and effort spent on legal support in the early days.
In collaboration with Belgium's leading law firms:
- Beyond Law Firm
- Harvest Business law firm
- Osborne Clarke
- Cresco
- Four & Five
- Monard Law
- Cambrian
- ACE Law
- Van Olmen & Wynant
- Mace
I am convinced that this document will be a significant help for both founders and investors. We’re very excited about the S1 Convertible being adopted by the wider Belgian ecosystem.
Maxime Monard, Partner, Monard Law
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Manual
A standard for both entrepreneurs and investors
The S1 Convertible terms are intended to be balanced, taking into account both the startup’s and the investors’ interests.
There is a trade-off between simplicity and comprehensiveness, so while not every edge case is addressed, we believe the S1 Convertible covers the most pertinent and common issues.
To safeguard its ‘plug-and-play’ character, we have included a matrix to provide guidance to both the founder and the investor about how the S1 Convertible is structured as a balanced document and where any proposed changes are located on the founder-friendly versus investor-friendly spectrum.
Parties are encouraged to have their lawyers review the S1 Convertible if they want to, but in principle, the S1 convertible only requires agreement on the commercial terms between the start-up and the investor.
Together with some of the top Belgian law firms, we have worked long and hard on this. We want to reduce the time spent negotiating the terms of the investment and create something the founders can rely on when bringing investors on board
Catharina Soenen, Founding Member, Syndicate One
FAQ
What is a Convertible Loan Agreement?
Convertible Loan Agreements (CLAs) are a common form of early stage financing in the Belgian market, whereby investors provide a loan to a start-up, which may be converted into equity following certain triggering events (e.g., other financing rounds, exit).
What’s the purpose of the S1 Convertible?
The goal of the S1 Convertible is to provide an easy-to-use and balanced template that simplifies early-stage fundraising for both entrepreneurs and investors.
Who is this document intended for?
This S1 Convertible is intended for founders and investors, as a manner to raise capital in an expedient manner in anticipation of a next (qualified) financing round. This document provides transparency for both ambitious entrepreneurs and early stage investors and aims to balance the interests of all parties involved, thereby contributing to a stronger Belgian start-up ecosystem.
Is this a SAFE? What’s the difference with a SAFE?
As the concept of a “SAFE” is not easily translated into Belgian law, the S1 Convertible was prepared to allow for “SAFE”-like financing in a Belgian context (i.e. for companies under Belgian law. However, the S1 Convertible is not a SAFE, but a convertible loan agreement or CLA.
Can you stack multiple convertible notes on top of each other?
Yes. For the sake of clarity for both the founders and the investor(s), it could be considered to include a cap on the total amount of CLAs that can be issued, to ensure clarity around (future) dilution in case of conversion.
Is this document only for Belgian companies?
Yes. This document is specifically written for Belgian companies that are preparing for early-stage financing rounds.
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