Create your convertible loan agreement for free

With our free tool you get a signature-ready convertible loan agreement to the GESSI standard in a few minutes — as a Word document (.docx) in German and English, no account needed.

Takes about five minutes. No login needed.

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Convertible loan generator

How the generator works

You enter the key terms, the generator drafts the agreement. The result is a complete convertible loan agreement to the GESSI standard including supporting documents — in a few minutes, ready to sign.

01

Find your company

Search for your startup in the commercial register — company name, seat, register data and shareholders are taken over automatically. You only check and add what’s missing.

02

Set the terms

Loan amount, interest rate, term, discount and valuation cap: you enter the terms you agreed with your investor.

03

Download the agreement

You receive the agreement as a Word file (.docx) in German and English, plus the GESSI supporting documents. Signing happens outside the platform — the document is yours.

Create convertible loan

Standard agreements for startups

The agreements are based on the GESSI standard

GESSI stands for German Standards Setting Institute — a joint project of Business Angels Deutschland e. V. (BAND) and the German Startup Association. GESSI provides standard agreements for startups, business angels and investors: from convertible loans and financing rounds to employee participation. The texts are drafted in working groups that bring together experts and every stakeholder group — founders, angels and VCs.

The result is agreements that are as simple, technically consistent and balanced as possible. Those who know the GESSI standard agreements don’t need to renegotiate every clause — which shortens the path to signature considerably. In Germany they are widespread among startups and their investors and serve as a reference for fair terms.

beel’s convertible loan generator is based on the GESSI standard for convertible loan agreements. You get the agreement filled in with your terms — plus the GESSI supporting documents, such as the shareholder resolution approving the loan.

First page of a sample convertible loan agreement with title and parties in German and English
Page 1 of a sample agreement · .docx · DE / EN

Basics

What is a convertible loan?

A convertible loan (German: Wandeldarlehen) is a loan an investor gives a startup — with the right or obligation to convert it into a stake in the company later. Instead of buying shares today, the business angel provides capital as a loan; conversion usually happens in the next financing round, when a new investor sets a valuation.

The advantage for both sides: the valuation question is deferred. The startup gets capital quickly; the investor receives terms that reward the early risk — typically a discount on the next round’s valuation and a valuation cap as an upper limit.

That is why the convertible loan is the most-used instrument for early rounds: pre-seed and seed startups bringing in business angels or friends & family, bridge financing until the next priced round — and teams that want to avoid a valuation discussion for now.

The advantages:

  • Quick to close: usually no notary appointment at signing, short negotiation
  • Valuation deferred: discount and valuation cap instead of a fixed pre-money valuation
  • Flexible: every investor can sign individually and at their own time
  • Market standard: angels and VCs know the GESSI terms

Suitable for:

  • Pre-seed and seed startups before their first priced round
  • Founders bringing in business angels or friends & family
  • Bridge financing until the next priced round
  • Teams that want to avoid a valuation discussion for now

Setting the terms

Valuation cap, discount and interest

A convertible loan has few but decisive levers. You agree these terms with your investor — the generator writes them into the agreement.

Loan amount

The sum the investor lends to the startup — one agreement per investor.

Interest rate

The loan bears interest until conversion. Accrued interest is usually converted as well. Single-digit annual rates are common.

Term

The latest date by which the loan converts or is repaid — often 24 to 36 months.

Discount

The reduction on the next financing round’s valuation at which the investor converts. 10 to 25 percent is common.

Valuation cap

The maximum valuation at which conversion takes place — protects the early investor if the next round is valued much higher.

Conversion trigger

What triggers conversion: usually the next qualified financing round above a certain size, alternatively the end of the term or an exit.

Calculating a convertible loan: an example

A business angel provides a €100,000 convertible loan with a 20 percent discount and a €4M valuation cap. The next round values the startup at €6M pre-money. With the discount, the conversion valuation would be €4.8M — but the cap applies at €4M. The investor therefore converts at €4M and receives around 2.4 percent instead of 1.6 percent without cap and discount. Interest is added on top.

After the convertible loan

The downside of convertible loans: bureaucracy afterwards

A convertible loan is quick to sign — the effort comes later: conversion means a capital increase with a notary appointment, many lenders get pooled through an SPV, and every shareholder resolution needs coordination. With Profit Participation Rights from beel that aftermath disappears — along with most of the cost for law firms and notary.

Convertible loans: After the investor closing, the bureaucracy begins.

Seed round
€50k
€100k
€150k
Angels
Round size €300k
Valuation €4M
Closing via convertible loans
May be void if not notarised (OLG Zweibrücken, May 2022)
Usually expires after 1-2 years unless manually extended
Not practical for small tickets (without an SPV, conversion would lead to a complex cap table)
Debt on the balance sheet until conversion
Signatures, payments and data room manual
Cap table maintained manually in Excel
//
Months later,
with the next round
Effort during and after conversion
Capital increase
1
Conversion declaration
2
Shareholder resolution
3
Subscription declaration
4
Valuation review
5
Commercial register filing
6
Registration
Notary fees
Pooling / SPV
Formation and running costs
Ongoing administrative effort
Annual tax return
Opening a dedicated bank account
Pool leader liability
SPV formation and running costs
Shareholder rights and duties
Invitations to shareholder meetings
Obtaining resolutions
Approval of annual accounts
Bureaucracy and time
Bureaucracy and costs don’t end with the closing of your round.
Seed round
Angels
€50k
€100k
€150k
Round size €300k
Valuation €4M
Closing via convertible loans
May be void if not notarised (OLG Zweibrücken, May 2022)
Usually expires after 1-2 years unless manually extended
Not practical for small tickets (without an SPV, conversion would lead to a complex cap table)
Debt on the balance sheet until conversion
Signatures, payments and data room manual
Cap table maintained manually in Excel
//Months later, with the next round
Effort during and after conversion
Capital increase
Notary fees
Pooling / SPV
SPV formation and running costs
Shareholder rights and duties
Bureaucracy and time
Bureaucracy and costs don’t end with the closing of your round.

With beel Profit Participation Rights: No bureaucracy after the closing

Seed round
€50k
€100k
€150k
Angels
Friends and family
Round size €350k
Valuation €4M
Closing via beel Profit Participation Rights
Legally reviewed contract templates
Contracts stay valid until your company’s exit
Small tickets even without an SPV / cap table complexity manageable
Equity on the balance sheet
Signature, payment and data room digital
Cap table management via beel
//
Months later
You can close investors at any time and keep bureaucracy and costs to a minimum.
Seed round
Angels
Friends and family
€50k
€100k
€150k
Round size €350k
Valuation €4M
Closing via beel Profit Participation Rights
Legally reviewed contract templates
Contracts stay valid until your company’s exit
Small tickets even without an SPV / cap table complexity manageable
Equity on the balance sheet
Signature, payment and data room digital
Cap table management via beel
//Months later
You can close investors at any time and keep bureaucracy and costs to a minimum.

Frequently asked questions

Is the convertible loan generator free?

Yes. The generator is free. You receive the complete agreement as a Word file in German and English plus the GESSI supporting documents — no hidden costs.

Do I need an account?

No. You don’t need a beel account or login. You search for your company, enter the terms and download the agreement.

Does it work for a UG as well?

Yes. The generator works for GmbHs and UGs (haftungsbeschränkt) registered in the German commercial register — the register data is taken over automatically.

What is the difference between a convertible loan and a convertible bond?

A convertible bond is a listed security issued by stock corporations that investors can exchange for shares. A convertible loan is an individual loan agreement between an investor and a startup — not tradable, not issued in standardised form, and converting into GmbH shares. For startup financing, the convertible loan is the right instrument.

Does the generator replace a lawyer?

No. The generator is based on the established GESSI standard and drafts a complete agreement from your inputs — but it does not replace individual legal and tax advice. For anything specific to your financing, have the agreement reviewed by your law firm.

Do I need a notary for a convertible loan?

Usually not for signing — a convertible loan agreement is typically signed without notarisation. The later conversion, however, runs through a capital increase and therefore a notary appointment. Whether notarisation is required in your case depends on the structure. This is not legal advice.

Is the convertible loan signed with beel?

No. The generator drafts the agreement. Signing happens outside the platform, for example via qualified electronic signature or on paper. The document is yours — beel only provides the tool.

Are Profit Participation Rights an alternative to a convertible loan?

Yes. Profit Participation Rights put investors on an equal economic footing with the shareholders — in dividends, exit and liquidation proceeds — without voting rights and without an entry in the commercial register. Compared with a convertible loan you get three advantages: There is no notary appointment, neither at signing nor later, because no capital increase is needed. There is no pooling through an SPV, even with many investors. And you have a fully digital investment process that keeps you ready to close new investors at any time.

Ready for your convertible loan?

Start the generator — or talk to the beel team first if you have questions about convertible loans, Profit Participation Rights or your financing round.

5 minto a signature-ready agreement
€0free, no account
DE / ENbilingual Word document