An explanation of the legal nature of SAFE notes under Philippine corporate and securities law, including their classification as investment contracts.
Practical guidance on the accounting treatment, financial reporting, and tax implications of SAFE issuances under Philippine law and PFRS.
A step-by-step overview of converting SAFE notes into equity, including board approvals, SEC requirements, documentary stamp tax, and share issuance procedures.
Legal analysis of SAFE notes during liquidity events, corporate dissolution, and insolvency proceedings, including creditor ranking and investor rights.
Advisory on Venture Capital Financing and SAFE Notes
Geronimo Law helps startups, founders, investors, and venture capital funds structure SAFE notes, convertible instruments, equity financings, and securities law compliance in the Philippines.
This section addresses common concerns raised by businesses, legal teams, and finance professionals looking for clarity on complex issues and get a better understanding of key concepts.
What is a SAFE (Simple Agreement for Future Equity)?
A SAFE is a contractual investment instrument under which an investor provides funding today in exchange for the right to receive shares upon specified future events, such as an equity financing, liquidity event, or dissolution. It is neither a traditional loan nor immediate equity.
Are SAFE notes considered securities in the Philippines?
Yes. SAFE notes are generally treated as investment contracts under the Securities Regulation Code and may require SEC registration unless an exemption applies, such as private placements or qualified buyer exemptions.
How are SAFE notes accounted for before conversion into shares?
Under Philippine Financial Reporting Standards, most SAFE notes are initially recognized as financial liabilities and are generally measured at fair value until conversion, settlement, or another triggering event.
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