Can Private Companies Issue Convertible Bonds?

Can Private Companies Issue Convertible Bonds?

3 Min.

Private companies are not subject to regulation by the SEC as they do not offer publicly traded securities. Therefore, they cannot issue tradeable convertible bonds that can be converted into common stock. However, a private company can issue non-tradeable convertible notes to raise capital from investors directly.


Convertible securities, a financial instrument with the capacity for transformation into a predefined volume of the host company's common stock, hold a distinct presence within the world of private enterprises. These conversions transpire at specified junctures during the bond's existence, often resting upon the bondholder's discretion.

Investors often design convertible notes in private companies, particularly in the context of fledgling startups. These notes initially manifest as obligations within the debt category but, subsequently assume an equity entitlement within the corporate entity. Notably, these notes diverge from their more widely recognized counterparts, the convertible bonds. In essence, convertible notes are distinct from convertible bonds in their tradability and their ultimate conversion destination, which is not towards the common stock.

Private Companies and Securities

To explore the feasibility of privately owned companies issuing securities, it is essential to clearly understand what constitutes a "private company." The term "private" often denotes a business that is either a sole proprietorship with a single owner or a partnership involving a few owners. Alternatively, a "private" company may be incorporated under state laws but does not list its stock on any public exchange or trade through over-the-counter market makers.

Private firms, while capable of issuing stock and having shareholders, differ significantly from their publicly traded counterparts. Their shares are not publicly traded and do not undergo an initial public offering (IPO) process. Consequently, most private enterprises are exempt from the stringent filing requirements mandated by the Securities and Exchange Commission (SEC) for public companies. In general, the securities or debts associated with these private entities possess lower liquidity, rendering their valuation a more intricate endeavor.

Private Companies and Convertible Bonds

The inability of private companies to issue convertible bonds is primarily attributable to the absence of tradable shares into which these bonds can be transformed. It's crucial to clarify that this limitation stems from the lack of readily available stock for conversion rather than legal restrictions against privately held companies issuing bonds.

On the other hand, closely-held subchapter S or C corporations, which do not engage in exchange trading, theoretically possess the potential to issue convertible bonds, provided their corporate charter and state regulations allow it. Nevertheless, the practicality of executing such a bond issuance is often hindered by the limited number of outstanding shares, which may be as few as 100 or even fewer in some closely held corporations.

Notably, in certain scenarios, smaller businesses may encounter instances where owners or local investors offer loans to these corporations in the form of bonds featuring a convertible option. This measure often serves as a protective mechanism for lenders, granting them ownership rights in the company if the corporation defaults on the loan repayment.


Private companies cannot issue tradeable convertible bonds due to the absence of publicly traded shares. They can opt for non-tradeable convertible notes to raise capital directly. Private firms operate with fewer regulatory obligations than their public counterparts, resulting in lower liquidity for their securities. Closely held corporations theoretically have the potential to issue convertible bonds, but practicality often depends on the limited number of outstanding shares. Sometimes, smaller businesses use convertible bonds as a protective mechanism for lenders, securing ownership rights in case of loan default.

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