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Equity Distribution Agreement Template for Indonesia

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Key Requirements PROMPT example:

Equity Distribution Agreement

"I need an Equity Distribution Agreement for my Indonesian technology company to distribute 15% of its shares through three local securities firms, with specific provisions for digital platform distribution and cybersecurity compliance requirements."

Document background
The Equity Distribution Agreement serves as a crucial document in Indonesian corporate transactions, establishing the framework for distributing company shares or other equity securities in compliance with Indonesian law. This agreement is typically used when companies seek to distribute their equity through professional distributors, whether for initial public offerings, private placements, or secondary market distributions. The document addresses key requirements under Indonesian corporate law (Law No. 40 of 2007) and capital market regulations, including OJK supervision requirements, foreign investment restrictions, and mandatory compliance procedures. It outlines detailed provisions for distribution mechanics, pricing, territorial rights, regulatory approvals, and reporting obligations, while incorporating necessary safeguards for all parties involved. The agreement is particularly important in the context of Indonesia's growing capital markets and increasing foreign investment interest, requiring careful attention to both local and international distribution standards.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including the company, distributors, and any relevant intermediaries

2. Background: Context of the agreement, including company status, authorization for distribution, and relevant corporate approvals

3. Definitions: Detailed definitions of key terms used throughout the agreement, including specific Indonesian legal and regulatory terms

4. Appointment and Authority: Terms of appointment of the distributor and scope of their authority to distribute equity

5. Equity Description: Detailed description of the shares or equity instruments to be distributed, including class, rights, and restrictions

6. Distribution Terms: Mechanics of distribution, including pricing, allocation methods, and distribution period

7. Representations and Warranties: Statements of fact and assurances from all parties regarding their capacity, authority, and compliance

8. Covenants: Ongoing obligations of the parties during the distribution period

9. Compliance Requirements: Specific requirements to comply with Indonesian securities laws and regulations

10. Fees and Expenses: Structure of fees, commissions, and allocation of expenses

11. Indemnification: Provisions for indemnifying parties against losses or claims

12. Term and Termination: Duration of the agreement and circumstances for termination

13. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanisms

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Lock-up Provisions: Used when there are restrictions on selling or transferring the distributed equity for a specific period

2. Foreign Investment Provisions: Required when the distribution involves foreign investors, addressing compliance with Indonesian foreign investment laws

3. Right of First Refusal: Optional provisions giving existing shareholders priority rights to purchase distributed shares

4. Tag-Along Rights: Included when minority shareholders need protection in case of majority share transfers

5. Market Making Obligations: Required when the distributor will also act as a market maker

6. Electronic Distribution Provisions: Included when distribution will occur through electronic platforms or systems

7. Shareholder Approval Requirements: Needed when specific shareholder approvals are required for certain distributions

8. Tax Gross-Up Provisions: Used when parties agree to specific arrangements regarding tax withholding and payments

Suggested Schedules

1. Schedule 1 - Share Details: Detailed specification of shares including class, rights, and numbers to be distributed

2. Schedule 2 - Distribution Timeline: Detailed timeline for the distribution process including key dates and milestones

3. Schedule 3 - Fee Structure: Detailed breakdown of all fees, commissions, and payment terms

4. Schedule 4 - Required Approvals: List of all regulatory and corporate approvals required for the distribution

5. Schedule 5 - Distribution Territories: Specification of geographical areas where distribution is authorized

6. Appendix A - Corporate Authorizations: Copies of relevant board resolutions and corporate authorizations

7. Appendix B - Regulatory Permits: Copies of required regulatory permits and licenses

8. Appendix C - Form of Transfer Documents: Template documents required for executing transfers

9. Appendix D - Compliance Procedures: Detailed procedures for ensuring regulatory compliance during distribution

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





















































Clauses

















































Relevant Industries

Financial Services

Banking

Investment Management

Securities Trading

Technology

Manufacturing

Real Estate

Infrastructure

Energy

Mining

Telecommunications

Healthcare

Consumer Goods

Retail

Relevant Teams

Legal

Compliance

Corporate Finance

Treasury

Risk Management

Corporate Secretarial

Investment Banking

Securities Trading

Business Development

Financial Control

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Director

Compliance Officer

Investment Banking Director

Distribution Head

Securities Trading Manager

Corporate Finance Manager

Risk Management Officer

Board of Directors Member

Equity Capital Markets Director

Treasury Manager

Financial Controller

Business Development Director

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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