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Startup Investment Agreement for Indonesia

Startup Investment Agreement Template for Indonesia

This document serves as a comprehensive legal framework for investment transactions in Indonesian startups, structured in accordance with Indonesian corporate and investment laws. It outlines the terms and conditions of the investment, including share subscription, investor rights, governance provisions, and exit mechanisms. The agreement must comply with specific Indonesian regulatory requirements, including Law No. 40 of 2007 on Limited Liability Companies and Law No. 25 of 2007 on Investment, while also addressing foreign investment restrictions where applicable. The document typically includes bilingual provisions to comply with Indonesian language requirements under Law No. 24 of 2009.

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Startup Investment Agreement

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What is a Startup Investment Agreement?

The Startup Investment Agreement is a crucial document used in Indonesia's growing startup ecosystem to formalize investment relationships between startups and their investors. This agreement becomes necessary when a startup is seeking external investment, whether from venture capital firms, angel investors, or strategic corporate investors. It encompasses key aspects such as investment terms, valuation, share issuance, investor protections, and governance rights, all while ensuring compliance with Indonesian regulations including the Investment Law and Company Law. The document must navigate specific local requirements such as language provisions, foreign ownership restrictions, and mandatory corporate governance structures. Given Indonesia's position as Southeast Asia's largest digital economy, this agreement often needs to accommodate both domestic and international investment considerations while protecting all parties' interests.

What sections should be included in a Startup Investment Agreement?

1. Parties: Identification of the investor(s), the company, founders, and any other relevant parties to the agreement

2. Background: Context of the investment, brief company history, and purpose of the agreement

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

4. Investment Terms: Details of the investment amount, valuation, and number of shares being issued

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

6. Completion Mechanics: Process and timeline for the investment completion, including documentation requirements

7. Warranties and Representations: Standard warranties from the company and founders regarding the business

8. Investor Rights: Key rights granted to investors including information rights and board representation

9. Reserved Matters: Decisions requiring investor approval

10. Transfer Restrictions: Limitations on the transfer of shares by shareholders

11. Exit Provisions: Terms governing company sale, IPO, or other exit events

12. Confidentiality: Obligations regarding confidential information

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

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

What sections are optional to include in a Startup Investment Agreement?

1. Anti-Dilution Protection: Protection for investors against future down rounds, typically included for larger investments

2. Tag-Along Rights: Right of investors to join in sale of shares by other shareholders, usually included for minority investor protection

3. Drag-Along Rights: Right to force minority shareholders to join in a company sale, included when majority holders want exit flexibility

4. Founder Vesting: Terms for founder share vesting, typically included for early-stage investments

5. Employee Share Option Pool: Terms regarding employee share options, included when establishing or modifying ESOP

6. Strategic Collaboration: Terms for business cooperation between investor and company, included for strategic investors

7. Multiple Closing Provisions: Terms for investment in tranches or multiple closings, included for staged investments

8. Foreign Investment Compliance: Specific provisions ensuring compliance with Indonesian foreign investment laws, included for foreign investors

What schedules should be included in a Startup Investment Agreement?

1. Capitalization Table: Current and post-investment share capital structure

2. Warranties: Detailed company and founder warranties

3. Reserved Matters List: Comprehensive list of matters requiring investor approval

4. Completion Documents: List of documents required for investment completion

5. Company Information: Key company details including corporate documents and licenses

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

7. Key Performance Indicators: Agreed metrics for monitoring company performance

8. Form of Board Resolution: Template for required corporate approvals

9. Form of Shareholders' Resolution: Template for shareholder approvals

10. Deed of Adherence: Template for new shareholders joining the agreement

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

Jurisdiction

Indonesia

Cost

Free to use
Relevant legal definitions


















































Clauses



































Relevant Industries

Technology

E-commerce

Financial Technology

Healthcare Technology

Education Technology

Logistics and Transportation

Digital Media

Software Development

Consumer Services

Green Technology

Agriculture Technology

Food and Beverage Technology

Internet of Things

Artificial Intelligence

Gaming and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Venture Capital

Investment

Compliance

Board of Directors

Executive Management

Corporate Secretariat

Risk Management

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Investment Director

Venture Capital Partner

Corporate Lawyer

Investment Manager

Startup Founder

Managing Director

Legal Counsel

Company Secretary

Chief Operating Officer

Board Director

Compliance Officer

Business Development Director

Corporate Development Manager

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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