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Convertible Notes · Pre-Priced Capital

Raise now, price later. How convertible notes work.

A convertible note is debt that becomes equity at your next priced round. Investors get downside protection (debt + maturity) plus upside (discount + cap). Founders get faster fundraising without setting a valuation today.

Part of your File.Business BOS · 51 jurisdictions · 220K+ businesses
CONVERTIBLE NOTEPRINCIPAL$500,000INTEREST8% accruedDISCOUNT / CAP20% / $5M capMATURITY · 24 MONTHSISSUEDNOW · 18 MOMATURE$500K+$60K int$580KPRICED ROUND TRIGGERSSERIES A · $10/SHARE PRICED ROUNDVALUATION CAP$5M= $5/share20% DISCOUNT$8vs $10 roundNOTE HOLDER PAYS$5(cap wins)SHARES ISSUED TO NOTE116,000 shares · 2X returnCONVERTIBLE NOTES · PRE-PRICED CAPITAL
Note mechanics

The terms, in plain English.

Principal + interest

Standard 5-8% interest accrues until conversion. At priced round, principal + accrued interest converts.

Maturity date

Typically 18-24 months. If no priced round by maturity, note becomes due (or extends/converts at discount).

Valuation cap

Maximum effective price-per-share for note holders. Protects them from overpaying if the priced round is at high valuation.

Discount

Note holder gets a % discount (typically 15-25%) off the priced-round price-per-share, in lieu of cap if higher value.

No board seat

Notes are debt, not equity. Holders typically don't get board seats or voting rights until conversion.

Pre-money vs post-money cap

Pre-money cap: more dilution to founders. Post-money cap: less. Default in 2026 is post-money (Y Combinator standard).

How it works

A clean handoff, in 4 steps.

1

Set terms with lead investor

Cap, discount, interest, maturity. Other note holders typically follow lead's terms.

2

Sign note + receive funds

Funds wire to your business bank account immediately. No share issuance yet.

3

Interest accrues silently

No cash interest paid. Accrued interest added to principal at conversion.

4

Convert at priced round

Principal + interest converts at MIN(cap price, discount price). Note holder gets preferred shares.

Two ways to engage

One-time, or part of your BOS.

Note template
Free
Convertible note template (NVCA-style + Y Combinator-style).
  • Standard note template
  • Cap + discount calculator
  • Interest accrual reference
  • Lawyer-review recommended
Download template
RECOMMENDED
Attorney-drafted note round
$1,499
Lawyer-drafted convertible note round including all investor notes + cap table updates.
  • Attorney consult included
  • Note + investor reps drafted
  • Cap table modeling
  • State Form D filed
  • 30 days post-close support
Run a note round
FAQ

Common questions.

What is a convertible note?

A convertible note is a short-term debt instrument startups use to raise early money that later converts into equity, usually at the next priced round, often with a discount or valuation cap that rewards the early investor. It lets you raise without setting a valuation now. We keep your cap table organized so notes are tracked correctly.

How does a convertible note work?

An investor lends money now, and instead of being repaid in cash, the note converts into shares at a future financing, typically with a discount or cap, so the debt becomes equity later. We flag how the terms affect your future ownership so early money does not surprise you when it converts.

What is a valuation cap and a discount?

A valuation cap sets a maximum valuation at which the note converts, and a discount gives the investor a reduced price at the next round, both rewarding the early risk, and a note may have one or both. We flag how these translate into future ownership so you understand the dilution the note carries.

How is a convertible note different from a SAFE?

A convertible note is debt, with interest and a maturity date, while a SAFE is not a loan and has neither, so the note behaves more like traditional debt until it converts. We flag the trade-offs so you and your investors use the instrument that fits your situation.

Does a convertible note have to be repaid?

In principle it is debt and could come due at maturity if it has not converted, though the expectation is usually conversion at a financing, so the maturity date and terms matter. We flag how your note behaves if a round does not happen so a maturity does not catch you off guard.

How does a convertible note affect my cap table?

It represents future dilution: the note converts into shares later, so stacking several can dilute founders more than expected once they convert. We keep your cap table organized so you see the impact before it hits rather than being surprised at the next round.

Do I need a C-corp to raise on convertible notes?

Generally the standard startup instruments assume a corporation with stock, so raising this way usually means being or becoming a C-corp. We form the corporation so you can raise on notes or SAFEs with a clean structure investors expect.

What interest and maturity terms are typical?

Convertible notes carry an interest rate that usually accrues and converts rather than being paid in cash, and a maturity date by which conversion is expected, so both are negotiated terms. We flag how interest and maturity affect conversion so the note's economics are clear before you sign.

Can File.Business set me up to raise on convertible notes?

We form the corporation, set up the cap table, and flag how notes, caps, discounts, interest, and conversion affect your ownership, coordinating with counsel on the instruments, so you can raise on notes with a clean structure and a clear view of dilution.

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