Demystifying Equity Instruments: A Comprehensive Guide to SAFE Notes


Josh Tevlin


Reviewed by


June 30, 2023

This article is Tax Professional approved


Ever thought about owning a piece of a promising startup? Or perhaps you're an entrepreneur seeking funding without relinquishing precious shares of your company? Welcome to the world of equity instruments, where dreams of ownership and capital become reality.

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Equity instruments, in the simplest terms, are your golden ticket to the Willy Wonka factory of a company’s profits. They are the financial assets that whisper sweet nothings about ownership, promising a delectable piece of the profit pie. But what happens when these instruments become a tad bit complex? What if we throw in a dash of ‘Simple Agreement for Future Equity’ or SAFE note into the mix?

What is a SAFE note?

Imagine this: you’re an early-stage startup with a vision that’s as big as the sky, but your pockets? Not so much. This is where a SAFE note can swoop in to save the day, much like a superhero. Let’s dive into the nitty-gritty of what exactly a SAFE note is.

SAFE, an acronym for Simple Agreement for Future Equity, is a financial instrument that startups often use to raise capital in their early stages. In its simplest form, it’s a promise between a startup and an investor. Here’s the gist: the investor provides funding to the startup now, and in return, gets equity in the startup later.

SAFE notes are different from traditional investment forms because they’re not debt instruments. They don’t have an interest rate or a maturity date. This makes them more flexible and startup-friendly. And who doesn’t like a little flexibility, right?

Fun Fact: The concept of SAFE notes was first introduced by Y Combinator, a seed accelerator, in 2013. Since then, they’ve become a popular choice for early-stage startups to secure funding.

What are the advantages of SAFE notes?

SAFE notes hold several enticing benefits that make them an attractive option for many startups and investors alike. Created by Y Combinator, a renowned startup accelerator, SAFE notes were designed to provide a simpler, more efficient method of early-stage funding. They are lauded for their flexibility, speed, and cost-effectiveness, becoming a popular tool in the startup financing ecosystem.

Let’s delve deeper into the advantages of SAFE notes:

Flexibility: SAFE notes offer startups the flexibility to raise funds without having to determine their company’s valuation just yet. This provides leeway for startups to focus on growth and progress before setting a price on their business.

Speed: Compared to traditional equity funding, SAFE notes require less administrative and legal work, speeding up the fundraising process. This way, startups can secure funds quicker and get back to growing their business.

Cost-effectiveness: Due to their simplicity, SAFE notes often incur lower legal costs than other investment instruments. This can be a significant advantage for startups operating on a tight budget.

Protection: For investors, SAFE notes offer a level of protection. If the startup fails, the investor’s SAFE note can convert to debt, giving them priority over equity holders during liquidation.

Note: While SAFE notes come with several advantages, they also carry risks and complexities that both startups and investors should thoroughly understand before proceeding with this form of investment.

Next, let’s unpack how SAFE notes work in practice and how they navigate the fine line between equity and debt.

How does a SAFE note work?

Imagine this: you’re an early investor, excited about a promising startup. You want in, but the company’s value is still uncertain. Enter the SAFE note. It’s like a lifeline thrown to both parties, holding the promise of equity without the immediate need to determine the company’s worth.

So how does a SAFE note work, you ask? Well, let’s break it down. A SAFE note is a convertible security, meaning it starts as an investment and later converts into equity.

Here’s the process in plain English:

Investment: Initially, you as the investor provide funding to the startup. This isn’t a loan, so you’re not expecting any repayments. Instead, your money is effectively a bet on the company’s success.

Trigger Event: Your SAFE note includes terms that specify when it will convert into equity. This usually happens during the company’s next round of funding, also known as a ‘trigger event’.

Conversion: At the trigger event, your SAFE note converts into shares of the company. The number of shares you receive depends on the terms of the SAFE note and the valuation of the company at the time of the trigger event.

In essence, a SAFE note allows you to buy future equity in a company before its value has been determined. It’s a flexible, straightforward tool for making early-stage equity investments now. However, like any financial instrument, it carries risks and should be approached with careful consideration.

What are the tax implications of investing in a SAFE note?

Investing in a SAFE note can have various tax implications. While it’s a straightforward way for startups to raise capital, the tax landscape is a little tricky to navigate. Here’s an overview to help shed some light on the matter.

Capital Gains

Once you’ve converted your SAFE note into equity, any increase in the value of the shares is treated as capital gains. These are typically taxed at a lower rate than ordinary income. It’s important to note that you’re only taxed when you dispose of the assets, say, by selling your shares.


As a SAFE note investor, you may be entitled to dividends once your note converts into equity. These dividends are considered income and are therefore taxable. However, the tax rate can vary depending on your individual tax bracket.

SAFE Notes as Loans

In some cases, the IRS may view SAFE notes as loans. If this is the case, any return on investment is treated as interest and is subject to income tax. This is a less common situation but one to be aware of nonetheless.

Note: The aforementioned implications for financial liability are a basic guide and can vary greatly. Before investing in other securities with a SAFE note, it’s recommended to consult with a tax professional to understand your potential tax liabilities.

What are the benefits of investing in a SAFE note?

Picture this: you’re an early-stage investor, looking for a way to make your mark in the startup world. Enter the SAFE note, a flexible, uncomplicated instrument that offers several advantages. It’s like a golden ticket of investing, designed specifically for those ready to take a risk while seeking potential high returns.

Rapid Execution

SAFE notes simplify negotiations between startups and investors, making it a speedy process. No more haggling over valuation or financial minutiae, just a straightforward agreement.


Lawyers love billable hours, but your wallet might not. SAFE notes are typically shorter, and therefore cheaper to draft and review than traditional equity instruments.

Future Equity with a Twist

With a SAFE note, you’re investing in the company’s future. You’ll receive equity, but only when a triggering event, like a new funding round or company sale, happens. This means that your initial investment could potentially reap significant rewards down the line.

Conversion Advantage

When a SAFE note converts to equity, it often happens at a discount to the next round’s pricing. This means you, as an early investor, will get more bang for your buck.

Pro Rata Rights

Many SAFE notes come with a ‘pro-rata’ rights clause. This allows you to maintain your ownership percentage in future funding rounds, ensuring you and preferred shareholders don’t get diluted out of the picture.

In a nutshell, investing in SAFE notes can be a savvy move. It’s a win-win for investors and startups alike, promoting innovation without sacrificing potential profits for existing shareholders.

What are the risks of investing in a SAFE note?

Investing in a SAFE note isn’t a walk in the park. SAFE notes have unique risks that every investor should be aware of. Let’s cut through the jargon and look at the risks head on:

Capital risk: First and foremost, there’s the risk of losing all your invested capital if the startup fails. As gritty as it sounds, statistics show that many startups don’t make it past their first few years. Hence, investors could potentially lose all of their investments.

Lack of control and dividends: A SAFE note investor, unlike a traditional shareholder, does not have voting rights. This means you won’t have much say in the company’s direction of growth. Additionally, SAFE note investors don’t receive dividends. Profits are typically reinvested back into the company, so don’t expect to see any returns until the company is either sold or goes public.

Valuation Cap complications: The valuation cap is a way to reward early investors if the company does well. But, the flip side is that if the company’s value increases beyond the cap, it dilutes the worth of the SAFE note. In other words, your slice of the pie gets smaller.

Illiquidity: A SAFE note is not a liquid investment. This means you can’t easily sell it off if you need some quick cash. You’re essentially locked in until the company either fails, is sold, or goes public.

Investing in a SAFE note requires a healthy appetite for risk and a deep understanding of the startup world. It’s not for the faint of heart, but with great risk can come great reward. As with all investments, it’s essential to do thorough research and consider seeking advice from a financial advisor.

The takeaway

Understanding equity instruments like SAFE notes can be an essential part of your financial strategy. With this knowledge, you are better equipped to navigate the challenging financial landscape of your business.

This post is to be used for informational purposes only and does not constitute legal, business, or tax advice. Each person should consult his or her own attorney, business advisor, or tax advisor with respect to matters referenced in this post. Bench assumes no liability for actions taken in reliance upon the information contained herein.
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