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Convertible Promissory Note Template for Indonesia

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Key Requirements PROMPT example:

Convertible Promissory Note

"I need a Convertible Promissory Note under Indonesian law for a USD 500,000 investment with 5% annual interest, convertible upon a qualified financing round of at least USD 2 million, with a 20% discount rate."

Document background
The Convertible Promissory Note is a widely used financing instrument in Indonesia's growing startup and business ecosystem. It serves as a bridge between debt and equity financing, allowing companies to secure immediate funding while deferring valuation discussions. This document type is particularly useful for early-stage companies seeking growth capital, providing investors with the security of debt and the upside potential of equity. Under Indonesian law, these notes must comply with various regulations including the Indonesian Civil Code, Company Law (Law No. 40 of 2007), and relevant Financial Services Authority (OJK) regulations. The document typically includes provisions for interest accrual, conversion mechanisms, and mandatory use of Indonesian Rupiah, while also accommodating foreign investment regulations where applicable.
Suggested Sections

1. Parties: Identification of the Lender and Borrower, including complete legal names and addresses

2. Background: Context of the loan arrangement and relationship between parties

3. Definitions: Key terms used throughout the document, including financial terms and conversion-related definitions

4. Loan Amount and Interest: Principal amount, currency, interest rate, and calculation method

5. Repayment Terms: Payment schedule, maturity date, and prepayment provisions

6. Conversion Rights: Terms and conditions for converting the note into equity, including conversion price or mechanism

7. Conversion Mechanics: Detailed process for executing the conversion, including notice requirements and documentation

8. Representations and Warranties: Standard declarations by both parties regarding their capacity and authority

9. Events of Default: Circumstances constituting default and consequences thereof

10. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes

Optional Sections

1. Security: Terms of any collateral or security provided - include if the note is secured

2. Qualified Financing Provisions: Specific terms relating to automatic conversion upon qualified financing - include if automatic conversion is desired

3. Foreign Investment Provisions: Additional terms required for foreign lenders - include if the lender is not Indonesian

4. Tax Provisions: Specific tax-related terms and withholding requirements - include if cross-border or complex tax implications exist

5. Change of Control Provisions: Terms dealing with company sale or change of control - include if early conversion/repayment on change of control is desired

6. Information Rights: Lender's rights to company information - include for sophisticated investors

7. Subordination Provisions: Terms regarding ranking of the note - include if there are other creditors requiring subordination

Suggested Schedules

1. Conversion Notice Form: Template form for exercising conversion rights

2. Calculation of Interest: Detailed methodology for interest calculations

3. Corporate Authorizations: Copies of relevant corporate approvals for issuing the note

4. Share Capital Structure: Current and post-conversion capital structure of the Borrower

5. Payment Schedule: Detailed repayment schedule if installment payments are required

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions





































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Relevant Industries

Technology

E-commerce

Financial Services

Healthcare

Manufacturing

Renewable Energy

Consumer Goods

Education Technology

Biotechnology

Software Development

Digital Media

Transportation

Real Estate

Relevant Teams

Legal

Finance

Corporate Secretarial

Investment

Treasury

Compliance

Risk Management

Corporate Development

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Investment Manager

Legal Counsel

Corporate Secretary

Finance Director

Investment Director

Venture Capital Associate

Corporate Lawyer

Financial Controller

Business Development Manager

Company Director

Risk Manager

Compliance Officer

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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