---
title: "Convertible Note Structuring"
url: "https://legal.ge/en/service/corporate-and-commercial-law-en/convertible-note-structuring-en"
field: "Corporate & Commercial Law"
description: "A convertible note is a loan with a condition: arts 623, 625, 90, 93, 97 and 509; interest up to 50 percent. Legal.ge."
reviewed: "2026-07-09"
updated: "2026-10-15"
publisher: "legal.ge"
---

# Convertible Note Structuring

> Source: legal.ge, https://legal.ge/en/service/corporate-and-commercial-law-en/convertible-note-structuring-en

## 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.

The full text is available on legal.ge after signing in: https://legal.ge/en/service/corporate-and-commercial-law-en/convertible-note-structuring-en

### Is there a Georgian SAFE?

No — the local instrument is a loan with a conversion condition.

### How much interest is possible?

Up to a 50 percent annual effective rate.

### If the deadline passes before conversion?

The condition is deemed to have failed.

### When is redemption needed?

When conversion does not occur and an exit scenario is required.