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 Tennessee

Tennessee law does not prescribe a specific cap table treatment for convertible notes; instead, the governing authority, Tenn. Code Ann. § 48-16-101, establishes the general corporate framework under which a company’s board may set the terms of conversion. That statute authorizes the board to fix the conversion rights, including the number of shares issuable upon conversion, as stated in the certificate of designation or the note itself. The exact impact on the cap table depends on negotiated terms, such as valuation caps or discount rates, which are not defined in the statute. The official source at https://www.capitol.tn.gov/legislation/code provides the full text of the rule. The example below illustrates how a conversion affects ownership percentages. Use the calculator to estimate a specific result.

Governing authority

In Tennessee, the convertible note cap table rule is set by Tenn. Code Ann. § 48-16-101. The verified packet cites Tenn. Code Ann. § 48-16-101 (https://www.capitol.tn.gov/legislation/code).

Tennessee convertible note cap table: governed by Tenn. Code Ann. § 48-16-101. The verified packet cites Tenn. Code Ann. § 48-16-101 (https://www.capitol.tn.gov/legislation/code).

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.