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 Maryland

Under Maryland law, the authority to issue convertible notes and determine their treatment on a cap table is governed by the general corporate powers statute, Md. Code, Corps. & Ass'ns § 2-201. This section grants a corporation the power to create and sell convertible securities, including notes that convert into equity, and to set the terms of conversion. The statute does not prescribe a specific formula for calculating conversion ratios or adjusting the cap table; instead, it authorizes the board to define those terms in the instrument. The official source at the Maryland General Assembly website provides the full statutory language. A worked example below illustrates how a typical conversion calculation might appear, but the exact outcome depends on the specific terms set by the board. Use the calculator to estimate results based on your own convertible note terms.

Governing authority

In Maryland, the convertible note cap table rule is set by Md. Code, Corps. & Ass'ns § 2-201. The verified packet cites Md. Code, Corps. & Ass'ns § 2-201 (https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gca&section=2-201&enactments=false).

Maryland convertible note cap table: governed by Md. Code, Corps. & Ass'ns § 2-201. The verified packet cites Md. Code, Corps. & Ass'ns § 2-201 (https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gca&section=2-201&enactments=false).

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.