We’re happy to announce the release of an updated Convertible Loan Agreement (CLA) on Capital Waters — now available in two formats via the investment documents page:
- A clean version for use in transactions
- A detailed Notes Version offering explanations and practical guidance
This updated version builds on the CLA that was previously published and includes several important updates based on feedback from founders, investors, and legal experts in the ecosystem.
The most notable changes include:
- Updated definition of Fully Diluted Capitalization: the unissued option pool (and equivalents) is now included; Permitted Convertibles have been removed from the definition.
- Conversion into depositary receipts via a STAK: a new option has been added to require smaller investors to convert into depositary receipts via a STAK (a foundation under Dutch law that holds the shares and retains voting rights, and issues and manages the depository receipts).
- Increased flexibility for founders: the approval right for raising additional (convertible) loans has been removed. In return, a Most Favoured Nations (MFN) clause has been added, ensuring that existing lenders can benefit from more favourable terms in subsequent convertible rounds, with full replacement of terms rather than selective adoption.
- Optional conversion cap (not in standard document): included in the Notes Version, following repeated requests. This provision is not part of the standard document but can be added if desired.
- Cross Default: added to the list of Events of Default for improved lender protection.
As with all Capital Waters documents, we encourage users to read the Notes Version first. It explains the logic behind key clauses, outlines common alternatives, and offers practical context. Still, please make sure to consult with a lawyer before using the documents in an actual transaction. You’ll find a list of specialized firms on our Partners page.
We are especially grateful to Maurits Bos for his contribution to this new version, including the accompanying notes.
We hope this updated CLA will support you in structuring early-stage investments in a fair, transparent, and efficient way. Your feedback remains essential to keep improving our materials — we’d love to hear what you think.
We wish you smooth deal-making and look forward to catching up soon.
The Capital Waters Team
Stichting Capital Waters remains committed to providing practical tools and documentation that contribute to a more transparent and efficient ecosystem for startups and investors in the Netherlands.