The Convertible Note: a Georgian Construction
A convertible note is assembled from parts of the Civil Code: the loan contract (623), the agreed interest (625), the conditional transaction with a positive condition (90, 93), the resolutory condition (97) and the right of redemption (509). The United States SAFE instrument — with its valuation cap and absence of a debt layer — has no Georgian statutory form: the local instrument is a loan whose conversion operates as a civil-law condition. The precision of the condition decides its enforceability.
The issuance of shares or participating interests upon conversion is regulated by the current law on entrepreneurs — a separate layer that must be planned in the document in advance. Planning is reflected in the completeness of the document.