Exploring the Pros and Cons of Convertible Royalties in Startup Investments

Startup investments can be both exciting and risky for investors, as they provide an opportunity to support innovative ideas and potentially achieve substantial returns. In recent years, convertible royalties have emerged as a unique form of investment instrument within the startup ecosystem. Combining elements of debt and equity, convertible royalties offer a flexible and alternative approach to funding early-stage companies.

Convertible royalties provide investors with the potential to participate in the upside potential of a startup while minimizing immediate dilution of existing shareholders. This investment structure allows startups to retain a larger portion of their ownership until a later funding round, giving them more control over their destiny and growth trajectory. At the same time, investors benefit from the opportunity to secure regular cash flow through royalty payments.

The flexible terms of convertible royalties enable investors to negotiate and customize various aspects of the investment, such as conversion ratios, maturity dates, and royalty rates. This flexibility allows investors to tailor their investments to align with the specific risk profiles and growth trajectories of the startups they are funding. It offers a more nuanced approach compared to traditional equity investments, which typically follow a fixed valuation and ownership structure.

This article aims to delve into the pros and cons of convertible royalties in startup investments, shedding light on their advantages and potential drawbacks.

Pros of Convertible Royalties

  1. Flexible Terms: Convertible royalties offer flexibility in structuring the terms of the investment. Investors can negotiate various parameters, such as the conversion ratio, maturity date, and royalty rate. This flexibility allows investors to align their investment with the startup’s specific growth trajectory and risk profile.
  2. Reduced Dilution: Unlike traditional equity investments, convertible royalties provide a means for investors to participate in the upside potential of a startup without immediately diluting the existing shareholders. This can be particularly beneficial for startups that have a promising growth trajectory, as it allows them to retain a larger portion of their ownership until a later funding round.
  3. Cash Flow Generation: Convertible royalties provide investors with regular cash flow in the form of royalty payments. These payments are often based on a percentage of the startup’s revenue or gross profits. This feature can be attractive for investors seeking a consistent income stream from their investment, especially if the startup experiences rapid revenue growth.
  4. Lower Risk Exposure: Convertible royalties can offer a lower risk profile compared to pure equity investments. In case of a startup’s failure, convertible royalty holders typically have priority in recouping their investment. This priority can provide a measure of downside protection, reducing the overall risk for investors.
  5. Alignment of Interests: Convertible royalties align the interests of both investors and startups. By structuring the investment as a royalty, investors have an incentive to support the startup’s growth and success since their returns are directly linked to the startup’s performance. This alignment encourages active engagement and collaboration between investors and entrepreneurs.

Cons of Convertible Royalties:

  1. Uncertain Valuation: Unlike equity investments, convertible royalties do not establish a fixed valuation for the startup. The conversion of the royalty into equity is contingent upon certain triggering events, such as a future financing round. As a result, there is uncertainty regarding the exact value of the investment, making it challenging to determine the return on investment until the conversion occurs.
  2. Complexity: The structure and terms of convertible royalties can be complex and require careful consideration. The negotiation and drafting of the agreement can be time-consuming and may involve legal complexities. Investors should seek professional advice to ensure they fully understand the terms and potential implications.
  3. Limited Control: Convertible royalty holders generally have limited control or decision-making power within the startup. Unlike equity investors who typically hold voting rights, royalty holders may not have the ability to influence strategic decisions or have a direct say in the company’s operations. This lack of control could be a disadvantage for investors seeking active involvement.
  4. Limited Upside Potential: While convertible royalties offer reduced dilution and cash flow, they may limit the potential for substantial returns compared to equity investments. As the return on investment is linked to revenue or profits, royalty holders may not benefit fully from the startup’s valuation increase in subsequent funding rounds, potentially capping their returns.
  5. Potential for Conflict: Convertible royalties can create conflicts between investors and startup founders. Disagreements may arise regarding the royalty rate, conversion terms, or the triggering events for conversion. Resolving such conflicts can be challenging and may strain the investor-founder relationship.


Convertible royalties offer a unique investment option in the startup ecosystem, blending elements of debt and equity. While they provide flexibility, reduced dilution, and cash flow, investors must consider the uncertainties surrounding valuation, complexity, and limited control. Additionally, the potential for conflicts between investors and founders adds another layer of consideration.

Ultimately, the suitability of convertible royalties as an investment instrument in startup investments depends on various factors, including the specific goals and risk tolerance of the investor, the stage and growth trajectory of the startup, and the prevailing market conditions. It is crucial for investors to conduct thorough due diligence and seek professional advice to fully understand the implications and risks associated with convertible royalties.

Moreover, it is important to note that the use of convertible royalties in startup investments is a relatively new practice, and its long-term performance and effectiveness are still being evaluated. As the startup ecosystem continues to evolve, it is likely that the advantages and disadvantages of convertible royalties will become more apparent.

In conclusion, convertible royalties offer a distinctive investment option for startups and investors alike, with their own set of advantages and drawbacks. While they provide flexibility, reduced dilution, and cash flow, they also present challenges in terms of valuation uncertainty, complexity, and limited control. Investors should carefully consider their investment objectives and risk tolerance before opting for convertible royalties and ensure they have a clear understanding of the terms and potential implications associated with this investment instrument.