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 Pennsylvania

Under Pennsylvania law, the authority for a corporation to issue convertible notes and adjust its cap table is found in 15 Pa. C.S. § 1521. This statute governs the powers of a business corporation, including the ability to create and issue convertible securities. It does not prescribe a specific formula for converting notes into equity; instead, it provides the legal framework under which a corporation’s board may authorize such instruments and determine their terms. Any conversion mechanics, such as valuation caps or discount rates, are set by the parties in the note agreement, not by statute. The worked example below illustrates how a typical conversion might adjust the cap table. For a precise estimate based on specific terms, use the DocketMath calculator.

Governing authority

In Pennsylvania, the convertible note cap table rule is set by 15 Pa. C.S. § 1521. The verified packet cites 15 Pa. C.S. § 1521 (https://www.legis.state.pa.us/cfdocs/legis/LI/consCheck.cfm?txtType=HTM&ttl=15&div=0&chpt=15&sctn=21&subsctn=0).

Pennsylvania convertible note cap table: governed by 15 Pa. C.S. § 1521. The verified packet cites 15 Pa. C.S. § 1521 (https://www.legis.state.pa.us/cfdocs/legis/LI/consCheck.cfm?txtType=HTM&ttl=15&div=0&chpt=15&sctn=21&subsctn=0).

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.