Convertible Agreement Regarding Equity Template for Indonesia

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Key Requirements PROMPT example:

Convertible Agreement Regarding Equity

"I need a Convertible Agreement Regarding Equity for my Indonesian technology startup to secure a USD 500,000 investment from a Singapore-based venture capital firm, with a valuation cap of USD 5 million and a 20% discount rate, ensuring compliance with Indonesian foreign investment regulations."

Document background
The Convertible Agreement Regarding Equity (CARE) is primarily used in the Indonesian market for early-stage investments where immediate equity valuation may be challenging or premature. This document provides a structured way for companies to receive investment that can later convert into equity shares, typically at a future funding round or specific trigger event. It is particularly relevant in the Indonesian context where foreign investment restrictions and specific regulatory requirements must be carefully considered. The agreement includes essential provisions for investment terms, conversion mechanics, investor rights, and regulatory compliance specific to Indonesian law. It is commonly used by startups and growth companies seeking bridge financing or early-stage investment while deferring complex valuation discussions.
Suggested Sections

1. Parties: Identification of the contracting parties including the Company, Investor(s), and any guarantors

2. Background: Context of the agreement, including company status and purpose of the investment

3. Definitions: Key terms used throughout the agreement, including technical and financial definitions

4. Investment Amount and Terms: Specifies the investment amount, currency, and basic terms of the investment

5. Conversion Mechanics: Details of when and how the investment converts to equity, including valuation mechanisms

6. Company Representations and Warranties: Company's statements about its legal status, business, and authority to enter the agreement

7. Investor Representations and Warranties: Investor's statements about their capacity and authority to invest

8. Information Rights: Investor's rights to receive company information and financial reports

9. Pre-emptive Rights: Rights of the investor regarding future funding rounds

10. Exit and Liquidity Provisions: Terms regarding company sale, IPO, or other liquidity events

11. Governing Law and Dispute Resolution: Specifies Indonesian law as governing law and dispute resolution mechanisms

12. General Provisions: Standard legal provisions including notices, amendments, and assignment

Optional Sections

1. Most Favored Nation: Optional provision ensuring investor receives best terms offered to future investors - used when multiple investment rounds are anticipated

2. Board Observer Rights: Grants investor right to observe board meetings - included for larger investments

3. Foreign Investment Compliance: Additional provisions for foreign investors regarding Indonesian investment regulations - required only for non-Indonesian investors

4. Tax Provisions: Specific tax-related terms - included when complex tax implications exist

5. Founder Commitments: Specific obligations of founders - included when founder involvement is crucial

6. Anti-dilution Protection: Protection against dilution in down rounds - included for larger or strategic investments

7. Currency Conversion: Provisions for handling currency conversion - needed when investment is in foreign currency

Suggested Schedules

1. Schedule 1: Investment Details: Detailed breakdown of investment amount, valuation caps, and discount rates

2. Schedule 2: Capitalization Table: Current company capitalization and projected post-conversion structure

3. Schedule 3: Conversion Calculations: Detailed formulas and examples of conversion calculations

4. Schedule 4: Company Information: Key company details including registration numbers, licenses, and corporate structure

5. Schedule 5: Disclosure Schedule: Company disclosures against representations and warranties

6. Appendix A: Form of Conversion Notice: Template for executing conversion of investment to equity

7. Appendix B: Regulatory Compliance Checklist: List of required regulatory approvals and compliance steps

8. Appendix C: Shareholders' Agreement Terms: Key terms to be included in shareholders' agreement upon conversion

Authors

Alex Denne

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

Relevant legal definitions
Relevant Industries

Technology

E-commerce

Financial Technology

Healthcare

Education Technology

Renewable Energy

Agriculture Technology

Manufacturing

Consumer Services

Digital Media

Transportation and Logistics

Food and Beverage

Retail

Software Development

Green Technology

Relevant Teams

Legal

Finance

Corporate Development

Investment

Compliance

Executive Leadership

Corporate Secretariat

Treasury

Risk Management

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Investment Director

Corporate Lawyer

Investment Manager

Venture Capital Associate

Start-up Founder

Corporate Secretary

Financial Controller

Business Development Director

Investment Analyst

Compliance Officer

Legal Counsel

Company 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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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