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 Virginia

Under Virginia law, a convertible note cap table is governed by the statutory framework set out in Va. Code § 13.1-638, which controls the conversion mechanics and equity adjustments when notes convert. This section establishes the legal parameters under which a convertible instrument’s conversion price, valuation cap, or discount rate interacts with the company’s capitalization structure. The statute does not prescribe a specific formula but provides the legal basis for calculating how noteholders’ interests are converted into equity, including adjustments for subsequent financings. The exact conversion terms depend on the note’s specific contractual provisions, which must comply with this code section. The worked example below illustrates a typical conversion scenario under this rule. Use the DocketMath calculator to estimate your own convertible note cap table outcomes based on your specific facts.

Governing authority

In Virginia, the convertible note cap table rule is set by Va. Code § 13.1-638. The verified packet cites Va. Code § 13.1-638 (https://law.lis.virginia.gov/vacode/title13.1/chapter9/section13.1-638/).

Virginia convertible note cap table: governed by Va. Code § 13.1-638. The verified packet cites Va. Code § 13.1-638 (https://law.lis.virginia.gov/vacode/title13.1/chapter9/section13.1-638/).

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.