This page provides general legal information and calculation tools, not legal advice. DocketMath is not a law firm and does not provide legal representation, and using this site does not create an attorney-client relationship. Laws change and exceptions apply, so deadlines and amounts specific to your situation should be confirmed with a licensed attorney in your jurisdiction.

Convertible Note Cap Table in California

California’s convertible note cap table rules are governed by Cal. Corp. Code § 25102, which provides the statutory basis for determining when a convertible note offering qualifies for an exemption from qualification. The section sets out the conditions under which the issuance of convertible securities does not require a permit from the Commissioner of Financial Protection and Innovation, focusing on the note’s structure and the issuer’s compliance with the code. Because the exact criteria and any applicable thresholds are defined entirely within the statute, the official source at the link above contains the precise language. The worked example below illustrates how the rule applies to a typical cap table scenario. To estimate your own result, use the calculator.

Governing authority

In California, the convertible note cap table rule is set by Cal. Corp. Code § 25102. The verified packet cites Cal. Corp. Code § 25102 (https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP&sectionNum=25102.).

California convertible note cap table: governed by Cal. Corp. Code § 25102. The verified packet cites Cal. Corp. Code § 25102 (https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP&sectionNum=25102.).

Estimate your own result: every situation has exceptions that can change the outcome. Use the convertible note cap table calculator to estimate your specific figure.

This page provides general legal information and calculation tools, not legal advice. DocketMath is not a law firm and does not provide legal representation, and using this site does not create an attorney-client relationship. Laws change and exceptions apply, so deadlines and amounts specific to your situation should be confirmed with a licensed attorney in your jurisdiction.