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Managing convertible loans

A convertible loan is money that someone lends to the company, with the possibility of converting that loan into shares later.

Astrid Doumeizel avatar
Written by Astrid Doumeizel
Updated today

Convertible loans works like a normal loan but includes extra terms such as discount, interest, and conversion rules.

You can manage all convertible loans from the “Financial instruments” page in the left menu.

On this page, you can:

  • Issue a new convertible loan

  • Edit an existing one

  • Delete it

  • Convert it into shares

This article explains each of these actions step by step.


Issuing a new convertible loan

You can issue a loan in two ways:

  • Click “Issue” in the top right corner → select Convertible loan

  • Or click “+” in the Convertible loans tab

This opens a side panel where you enter the loan details.

Choose the receiver

Select who is giving the loan:

  • Choose an existing stakeholder

  • Or create a new stakeholder directly from the panel

Set the loan terms

You now define the financial rules of the loan:

Loan amount

The amount of money the stakeholder is lending to the company.

Discount

A percentage reduction the lender gets when converting the loan into shares.

Interest rate

The interest that will accumulate over time.
This is usually added on top of the loan amount during conversion.

Valuation cap (optional)

A maximum valuation for calculating the conversion price.
This can give the investor better terms.

Conversion price (optional)

A fixed price per share that will be used for conversion instead of using valuation or discount.

Agreement date

The date the loan agreement was signed.

Maturity date

The deadline for converting or repaying the loan.

Choose the share class

Two options are available:

A) Share class agreed

The agreement already states which share class will be issued.
Choose among your existing share classes.

B) Share class upon conversion

The share class will be decided during conversion.
You can write details or rules about how it should be chosen.

Add documents

Upload any documents such as:

  • Loan agreements

  • Board approvals

  • Side letters

Invite the receiver (Optional)

Send an email invitation so the user can see the instrument in their own portfolio.

Issue the convertible loan

Click:

  • “Issue convertible loan” to approve it

  • Or “Save as draft” if it is not ready yet

Once issued, it appears in the convertible loans tab with the status “Approved.”


Managing an existing convertible loan

Next to each loan, you will see three dots with more actions:

A) Edit

Opens a side panel where you can adjust:

  • Loan amount

  • Discount

  • Interest

  • Valuation cap

  • Conversion price

  • Dates

  • Share class

  • Documents

Save changes to update the instrument.

B) Delete

Removes the loan completely.
This cannot be undone.

C) Convert the convertible loan

This is used when the loan must be turned into shares.

Click “Convert” to open the conversion panel.


Converting a convertible loan

The conversion panel lets you manage all steps of the conversion.

Summary of the loan

At the top, you will see:

  • Loan amount

  • Accumulated interest

  • Discount

  • Terms

  • Receiver

  • Share class

Choose the reason for conversion

Choose one of the triggers:

  • Triggered by fundraise

  • Expiry date passed

You can then edit:

Company valuation at conversion

The valuation used to calculate the share price.

Settle date

The date the conversion happens.

Adjust interest

You can adjust the interest manually if needed.

Interest paid in cash (optional)

If selected, the interest will not be converted into shares and the interest field becomes disabled.

Loan repayment amount

Enter how much of the loan you want to repay in cash (if any).

Share class

Choose which share class will be issued.

Comments

Add a note explaining the circumstances.

Visual impact of the conversion

Unlisted gives you a preview of the conversion results:

  • Number of shares the stakeholder will receive

  • Effective discount

  • Future ownership percentage

  • Total investment amount

This helps you confirm the outcome before finalizing.

Add documents

Upload any supporting documents related to the conversion.

Finalize the conversion

You have two choices:

Option 1: Save

Sets the status to “Converting.”
Useful if you want to review the impact on the fully diluted cap table before issuing shares.

Option 2: Convert and issue shares

This finalizes everything:

  • Shares are issued

  • Loan status becomes “Converted”

  • The cap table is updated

  • A transaction is automatically created


Conclusion

Managing convertible loans in Unlisted is simple and flexible.
You can:

  • Issue new loans

  • Edit or delete existing ones

  • Convert loans into shares at the right time

  • Preview the financial impact before confirming

  • View the loan on the fully diluted cap table to see the impact

Every step is guided to ensure the conversion is accurate and reflected correctly in your cap table and transaction history.

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