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Syndicate One Convertible
About
An easy-to-use template to set you up for success
The Syndicate One Convertible is a standardised convertible loan agreement (CLA) for early-stage financing of Belgian startups.
It allows investors to put money in a startup in exchange for the right to receive equity later.
With the Syndicate One Convertible, we aim to provide founders with a template they can use with the confidence that the terms are balanced between the startup’s and investor's interests.
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 the words of Catharina Soenen, who spearheaded this project at Syndicate One:
This refreshed CLA aims to give founders clarity, simplicity, and a balanced starting point for early investments.
Feedback is welcome, the ecosystem is strongest when we build it together.
Catharina Soenen, Syndicate One founding member and Investment Professional.
We intended this as a living document and welcome dialogue on this topic crucial to the further maturation of the Belgian ecosystem: please, reach out and share your thoughts in this form.
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Manual
A standard for both entrepreneurs and investors
The Syndicate One 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 Syndicate One Convertible covers the most pertinent and common issues.
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.
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 Syndicate One 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 Syndicate One 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 Syndicate One Convertible was prepared to allow for “SAFE”-like financing in a Belgian context (i.e. for companies under Belgian law. However, the Syndicate One 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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