Equity Financing Agreement Template for Indonesia

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Key Requirements PROMPT example:

Equity Financing Agreement

"I need an Equity Financing Agreement for a Series A investment of USD 5 million into my Indonesian technology startup, with provisions for foreign investors and anti-dilution protection, scheduled to close by March 2025."

Document background
The Equity Financing Agreement serves as the primary legal instrument for documenting equity investments in Indonesian companies. It is essential for companies seeking to raise capital through the issuance of new shares to investors, whether domestic or foreign. The document must comply with Indonesian regulatory requirements, including the Investment Law, Company Law, and relevant OJK (Financial Services Authority) regulations. This agreement is typically used when a company is conducting Series A or later funding rounds, requiring detailed provisions for share subscription, investor protections, governance rights, and exit mechanisms. The document includes comprehensive terms covering valuation, share price, investment tranches, investor rights, warranties, and covenants, while ensuring alignment with Indonesian corporate governance requirements and investment restrictions.
Suggested Sections

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

2. Background: Context of the investment, company's business, and purpose of the agreement

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

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

5. Subscription and Issuance: Mechanics of share subscription and issuance process

6. Closing Conditions: Conditions precedent to be satisfied before the investment closes

7. Representations and Warranties: Statements of fact and assurances from both the company and investors

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

9. Transfer Restrictions: Limitations on transfer of shares and right of first refusal provisions

10. Corporate Governance: Board composition, voting rights, and reserved matters requiring investor approval

11. Covenants: Ongoing obligations of the company and other parties

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

13. Termination: Circumstances under which the agreement can be terminated and consequences

14. Governing Law and Dispute Resolution: Choice of law and method for resolving disputes

15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignments

Optional Sections

1. Anti-dilution Protection: Protection for investors against future down rounds, used when specifically requested by investors

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

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

4. Liquidation Preference: Priority rights in case of liquidation, included when investors require additional downside protection

5. Foreign Investment Provisions: Special provisions required for foreign investors under Indonesian law, included only with foreign investment

6. Multiple Closing Provisions: Mechanics for multiple investment tranches, used when investment is scheduled in stages

7. Industry-Specific Regulations: Additional provisions required for regulated industries like financial services or healthcare

8. Founder Commitments: Specific obligations of founders including non-compete and commitment periods, included when required by investors

Suggested Schedules

1. Schedule 1: Capitalization Table: Pre and post-investment shareholding structure of the company

2. Schedule 2: Disclosure Schedule: Exceptions to representations and warranties

3. Schedule 3: Reserved Matters: Detailed list of matters requiring investor approval

4. Schedule 4: Conditions Precedent: Detailed list of conditions to be satisfied before closing

5. Schedule 5: Form of Share Certificate: Template for share certificates to be issued

6. Schedule 6: Key Performance Indicators: Specific metrics and targets the company must achieve

7. Appendix A: Articles of Association: Copy of the company's articles of association with required amendments

8. Appendix B: Board Resolution: Resolution approving the investment and share issuance

9. Appendix C: Shareholders Resolution: Resolution approving the investment and waiving pre-emptive rights

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
Clauses
Relevant Industries

Technology

E-commerce

Financial Services

Manufacturing

Healthcare

Education

Agriculture

Real Estate

Renewable Energy

Consumer Goods

Transportation

Media and Entertainment

Food and Beverage

Retail

Infrastructure

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Investment

Business Development

Board of Directors

Board of Commissioners

Executive Management

Corporate Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Secretary

Investment Director

Legal Counsel

Compliance Officer

Board Director

Commissioner

Investment Manager

Managing Partner

Finance Director

Business Development Director

Company Director

Venture Capital Partner

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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