SAFE Note

Clients Rate Lawyers on our Platform 4.9/5 Stars
based on 2,003 reviews

Jump to Section

Need help with a SAFE Note?

CREATE A FREE PROJECT POSTING
Post Project Now

What Is a SAFE Note?

SAFE (or simple agreement for future equity) notes are documents that startups often use to help raise seed capital. Essentially, a SAFE note acts as a legally binding promise to allow an investor to purchase a specified number of shares for an agreed-upon price at some point in the future.

SAFE Notes vs. Convertible Notes

SAFE notes are a type of convertible security, while convertible notes are a form of debt that can convert into equity once certain milestones are met. Because of this, convertible notes usually have a maturity rate and an interest rate. Though convertible notes are a bit more complex, both SAFE and convertible notes are:

  • Helpful tools for startups trying to grow or scale their business.
  • Converted to equity eventually.

How SAFE Notes Work

When a company is first starting out, there is typically very little data, making it difficult to assign the company any value. SAFE notes work by allowing you to postpone your company's valuation until a later date. Here's a look at the basic steps that take place when utilizing a SAFE note for your startup:

  1. An investor provides seed money in exchange for promised future equity.
  2. The company uses the original investment to build the business.
  3. Once progress has been made, you find another investor, giving your company what is known as post-money valuation.
  4. You can then calculate the company's new price per share with this information.
  5. After you know the price per share, you can convert the SAFE note into the applicable number of shares in the company and distribute them to the SAFE investor.

Key Elements in a SAFE Note

SAFE notes contain a few primary terms that alter how they eventually convert to company shares, and they are:

  • Discounts: SAFEs sometimes apply discounts, usually between 10% and 30%, on future converted equity. This means that the investor will be able to purchase shares at a discount on the future financing. For example, if the company offered SAFE note holders a 20% discount and achieves a valuation of $10 million, with shares available to new investors at $10, the SAFE investors will be able to buy their shares at $8, thus receiving a 20% discount.
  • Valuation Caps: Another way for the investor to get a better price per share than future investors is through a valuation cap. Valuation caps are a term in SAFE notes that establish the highest price, or cap, that can be used when setting the conversion price.
  • Most-Favored Nation Provisions: In cases where there are multiple SAFEs, this term requires that the company notify the first SAFE about it, including the terms for the subsequent note. If the first SAFE holder finds the second SAFE's terms to be more favorable, they can ask for the same terms.
  • Pro-Rata Rights: Pro-rata, or participation rights, allow investors to invest extra funds so that they can keep their percentage of ownership during future equity financing.

SAFE Note Templates

Purchase and download fillable PDF templates that match your SAFE Note needs.
Pre-Money SAFE Note
For pre-money valuation.
Post-Money SAFE Note
For post-money valuation.
*By purchasing a template, you acknowledge that you have read and understood ContractsCounsel's Terms of Use.

Types of SAFE Notes

When issuing a SAFE note, you can choose from four different scenarios:

  • A valuation cap, but no discount
  • A discount, but no valuation cap
  • A valuation cap and a discount
  • No valuation cap and no discount

The Advantages of Using SAFE Notes

There are several benefits of using SAFEs, including that they:

Are Less Complex Than Other Options

One of the primary benefits of SAFE notes is that they are typically less than five pages long and are simple enough for anyone to understand. This is largely due to the fact that there aren't any end dates or interest payments to worry about, unlike with a convertible note.

Contain Important Stipulations

SAFEs protect both startup companies and investors by including key agreements for potential future occurrences, such as:

  • Changes of control
  • Early exits by investors and company owners
  • Company dissolution
  • Bankruptcy

Have Simple Accounting Requirements

SAFE notes are included in a company's capitalization table, eliminating the need for any complicated tax consequences.

Provide Fewer Points for Negotiation

Since SAFEs are so simple, there are fewer terms to negotiate, making everything that needs to be discussed clear and concise. In fact, the only things that really need to be negotiated are the discount rate and the valuation cap.

Give Company Owners More Control

Without repayment obligations and maturity dates looming over your head, you end up having a lot more freedom and flexibility as a company owner.

Offer Better Benefits for Investors

Since SAFE notes are converted into preferred stock, often at a discounted price, investors have a lot of incentive for using them. Investors could end up with benefits that are actually better when compared to their original investment.

Image via Unsplash by yapics

The Challenges of Using SAFE Notes

SAFE notes offer a number of benefits, but they do come with their fair share of challenges, such as that they:

Can Be Risky

Because a SAFE note's outcome depends on how the company progresses, investors don't have a guarantee that it will ever convert into equity.

Don't Offer Continual Revenue

Convertible notes provide investors with continual interest payments. SAFE notes aren't a loan, meaning investors don't receive any sort of interest or payments. As a result, investors sometimes end up making less over time.

Don't Provide Dividends

A lot of companies provide dividends, either in the form of payments or additional shares, to investors when the company performs well. In most cases, SAFEs don't supply investors with dividends. Instead, an investor's reward for investing in a SAFE is equity.

Have an Unknown Future Impact

SAFEs weren't developed until 2013, when the team at Y Combinator , a Silicon Valley accelerator, decided that there needed to be a financial tool that made seed investment a little less complicated. In the short-term, this new financial instrument is efficient and effective, but we're still unaware of the potential long-term consequences for company owners and/or investors. Additionally, the newness of SAFE notes means that investors and lawyers are often less familiar with them, and, therefore, wearier of using them.

Require the Business To Be Incorporated

In order to use SAFE notes during negotiations, a company has to be incorporated. This is because this type of investment is included in a C corporation's capitalization table, just like other stock options. That means that if you're hoping to issue SAFE notes and your business is structured as a limited liability company, or LLC, you will have to:

  • Restructure.
  • Become incorporated.
  • Obtain the necessary legal services.
  • Pay applicable fees.

May Necessitate a Fair Valuation

Another possible expense associated with issuing SAFE notes is the potential need for a fair valuation, also known as a 409a , to appraise your startup stock's fair market value.

Lack Minimum Requirements

SAFEs don't have a minimum requirement for equity to enter conversion, which can have a negative impact on future investments. Minimum requirements allow you to readjust the note's terms, giving smaller investors the opportunity to compete.

Could Dilute the Company's Valuation

Company owners could unknowingly end up owning fewer shares in their company down the road because they forget to account for any potential dilution. As a result, investors will be less inclined to invest in the company.

As a startup, finding funding is often one of the very first challenges that you'll face. By knowing your options and learning about their advantages and disadvantages, you can make the right decision for you and your company. SAFE notes, while still fairly new, provide an excellent opportunity for you to develop your business without the threat of impending interest payments looming overhead.

How ContractsCounsel Works
Hiring a lawyer on ContractsCounsel is easy, transparent and affordable.
1. Post a Free Project
Complete our 4-step process to provide info on what you need done.
2. Get Bids to Review
Receive flat-fee bids from lawyers in our marketplace to compare.
3. Start Your Project
Securely pay to start working with the lawyer you select.

Meet some of our SAFE Note Lawyers

View Brandon
Member Since:
October 1, 2020

Brandon L.

Managing Partner, Attorney
Free Consultation
Get Free Proposal
Dallas-Fort Worth
11 Yrs Experience
Licensed in TX
Juris Doctor – Pepperdine University School of Law – Malibu, California

Brandon is a Texas Super Lawyer®, meaning he is among the top 2.5% of attorneys in his state. He has designed his practice to provide a unique ecosystem of legal support services to business and entrepreneurs, derived from his background as a federal district law clerk, published biochemist, and industry lecturer. Brandon is fluent in Spanish, an Eagle Scout, and actively involved with the youth in his community. He loves advocating for his clients and thinks he may never choose to retire.

View Maxwell
Member Since:
September 25, 2020

Maxwell L.

Lawyer, Owner
Free Consultation
Get Free Proposal
New Berlin, WI
11 Yrs Experience
Licensed in WI
Marquette University Law School (JD)

Firm rated best ADR firm for Wisconsin and won an award for cultural innovation in dispute resolution from acquisition international magazine in 2016 and it was rated "Best of Brookfield" by Best Businesses in 2015. Attorney Maxwell C. Livingston was rated 10 best in Labor & Employment Law by American Institute of Legal Counsel and 40 Under 40 by American Society of Legal Advocates for 2016; he also won 10 Best by American Institute of Family Law Attorneys. He is licensed in Wisconsin in all state and federal courts, and in the 7th Circuit Court of Appeals, wherein he won a landmark decision in McCray v. Wielke.

View Richard
Member Since:
October 1, 2020

Richard E.

Senior Partner, Attorney
Free Consultation
Get Free Proposal
Dallas-Fort Worth
14 Yrs Experience
Licensed in TX
Juris Doctor – University of LaVerne College of Law

Richard is a wizard at taking on bureaucracies and simply getting the job done. His clients value his straight-forward counsel and his ability to leverage a top-notch legal staff for efficient and effective results. Richard is a professional engineer, professor of law, and has been named among the top 2.5% of attorneys in Texas by the Super Lawyers®. When he is not driving results for his clients, Richard can be found with his small herd on his Texas homestead.

View Seth
Member Since:
October 1, 2020

Seth S.

Attorney
Free Consultation
Get Free Proposal
New York
8 Yrs Experience
Licensed in NY
Touro Law School

I am an attorney admitted in NY, with over 6 years of experience drafting, reviewing and negotiating a wide array of contracts and agreements. I have experience in Sports and Entertainment, Real Estate, Healthcare, Estate Planning and with Startup Companies. I am confident I can assist you with all of your legal needs.

View Rishma
Member Since:
October 1, 2020

Rishma E.

Attorney-at-Law
Free Consultation
Get Free Proposal
Miramar, FL
8 Yrs Experience
Licensed in FL
St. Thomas University School of Law

Rishma D. Eckert, Esq. is a business law attorney who primarily represents domestic and international companies and entrepreneurs. A native of both Belize and Guyana, she remains engaged with the Caribbean community in South Florida: as a Board Member and General Counsel for the Belize American Chamber of Commerce of Florida, and Member of the Guyanese American Chamber of Commerce. She holds a Bachelor of Laws degree (LL.B.) from the University of Guyana in South America, a Master’s degree in International and Comparative Law (LL.M.) from Stetson University College of Law in Gulfport, Florida, and earned a Juris Doctor degree (J.D.) from St. Thomas University School of Law in Miami, Florida. Licensed to practice in the State of Florida and the Federal Court in the Southern District of Florida, Mrs. Eckert focuses her passion and practice on domestic and international corporate structuring and incorporation, corporate governance, contract negotiation and drafting, and trademark and copyright registrations.

View Mark
Member Since:
October 2, 2020

Mark A.

Attorney
Free Consultation
Get Free Proposal
Jacksonville, FL
18 Yrs Experience
Licensed in FL
University of Florida

Mark A. Addington focuses his practice primarily on employment litigation, including contractual disputes, restrictive covenants (such as non-competition, non-solicitation, or confidential information restrictions), defense of wage and hour, harassment, retaliatory discharge, disability, age, religion, race, and sex discrimination.

Find the best lawyer for your project

Browse Lawyers Now

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call