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Equity Investment Contract Template for Indonesia

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Key Requirements PROMPT example:

Equity Investment Contract

"I need an Equity Investment Contract for a Singapore-based venture capital firm investing USD 5 million in our Indonesian technology startup, with specific provisions for anti-dilution protection and a planned IPO exit by March 2025."

Document background
The Equity Investment Contract serves as the primary documentation for equity investments in Indonesian companies, whether involving domestic or foreign investors. It is essential for transactions where an investor acquires a stake in a company through direct equity participation. The document must comply with Indonesian investment laws, including Law No. 40 of 2007 on Limited Liability Companies and Law No. 25 of 2007 on Investment. It typically includes detailed provisions on investment structure, shareholder rights, governance mechanisms, and regulatory compliance requirements. The contract is particularly important in the context of Indonesia's complex regulatory environment, which includes specific requirements for foreign investment, sector-specific ownership limitations, and mandatory corporate governance structures.
Suggested Sections

1. Parties: Identification of the investor(s), the company, and any other relevant parties including existing shareholders

2. Background: Context of the investment, including brief company history and investment rationale

3. Definitions: Definitions of key terms used throughout the agreement

4. Investment Terms: Details of the investment amount, number of shares, price per share, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before the investment is completed

6. Completion: Process and requirements for completing the investment transaction

7. Representations and Warranties: Statements of fact by the company and existing shareholders about the business

8. Investor Rights: Special rights granted to the investor, including board representation and veto rights

9. Transfer Restrictions: Limitations on the transfer of shares and pre-emptive rights

10. Confidentiality: Obligations regarding confidential information

11. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms

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

13. Execution: Signature blocks and execution formalities

Optional Sections

1. Tag-Along Rights: Include when minority investor protection is required, giving right to join in sales by majority shareholders

2. Drag-Along Rights: Include when majority shareholders want the right to force minorities to join in a sale

3. Anti-Dilution Protection: Include for venture capital or sophisticated investors requiring protection against future down rounds

4. Dividend Policy: Include when specific dividend arrangements are agreed

5. Exit Rights: Include when investors require specific exit mechanisms like IPO or put options

6. Management Provisions: Include when investors require specific management appointment rights or operational control

7. Foreign Investment Provisions: Include when the investor is foreign, addressing BKPM requirements

Suggested Schedules

1. Capitalization Table: Pre and post-investment shareholding structure

2. Company Information: Detailed company information including corporate documents and licenses

3. Warranties: Detailed warranties about the company's business and affairs

4. Completion Documents: List of documents required for completion

5. Reserved Matters: List of decisions requiring investor approval

6. Business Plan: Company's business plan and financial projections

7. Form of Shareholders' Resolution: Template for shareholder approval of the investment

8. Form of Board Resolution: Template for board approval of the investment

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

Technology

Manufacturing

E-commerce

Financial Services

Infrastructure

Real Estate

Agriculture

Mining

Healthcare

Education

Retail

Renewable Energy

Transportation

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Risk Management

Strategy

Investment

Corporate Secretariat

Board of Directors

Executive Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Investment Director

Corporate Secretary

Compliance Officer

Business Development Director

Investment Manager

Managing Director

Finance Director

Board Member

Corporate Finance Manager

Investment Analyst

Risk Manager

Strategy 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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