Formal Partnership Agreement Template for Indonesia

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Key Requirements PROMPT example:

Formal Partnership Agreement

"I need a Formal Partnership Agreement for a manufacturing business in Jakarta between two local Indonesian companies, with equal profit sharing and joint management rights, to be effective from March 1, 2025."

Document background
The Formal Partnership Agreement serves as a foundational document for establishing business partnerships in Indonesia, whether between domestic parties or involving foreign partners. This document is essential when two or more parties wish to formalize their business relationship under Indonesian law, particularly when establishing a long-term business venture with shared capital, risks, and profits. The agreement must comply with the Indonesian Civil Code, Commercial Code, and relevant investment laws, especially Law No. 25 of 2007 on Investment for partnerships involving foreign parties. It includes comprehensive provisions covering partnership structure, capital contributions, profit-sharing mechanisms, management rights, and dispute resolution procedures, while addressing specific regulatory requirements for different business sectors in Indonesia. The document is particularly crucial for businesses seeking to establish a clear legal framework for their partnership while ensuring compliance with Indonesian partnership regulations and business practices.
Suggested Sections

1. Parties: Identifies and provides full details of all partners, including names, registration numbers, addresses, and authorized representatives

2. Background: Sets out the context and intention of the partners to form a partnership, including any relevant business history

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Partnership Formation and Name: Establishes the partnership's official name, effective date, and formal establishment under Indonesian law

5. Purpose and Business Scope: Defines the partnership's business objectives and permitted activities

6. Capital Contributions: Details initial and ongoing capital contributions from each partner, including valuation of non-cash contributions

7. Profit and Loss Sharing: Specifies the ratio and mechanism for distributing profits and losses among partners

8. Management and Decision Making: Outlines management structure, voting rights, and decision-making processes

9. Partners' Rights and Obligations: Lists the specific rights and duties of each partner

10. Banking and Financial Matters: Establishes financial management procedures, banking arrangements, and accounting practices

11. Partnership Property: Defines ownership and usage rights of partnership assets

12. Representations and Warranties: Contains partners' declarations and assurances regarding their capacity and authority

13. Term and Termination: Specifies partnership duration and grounds for termination

14. Dissolution and Liquidation: Procedures for winding up the partnership and distributing assets

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

16. Notices: Specifies how formal communications between partners should be made

17. General Provisions: Includes standard clauses such as amendments, severability, and entire agreement

Optional Sections

1. Non-Competition and Non-Solicitation: Restricts partners from competing with the partnership or soliciting employees/clients - include when partners have other business interests

2. Intellectual Property Rights: Addresses ownership and usage of IP - include when the partnership involves significant IP assets

3. Foreign Investment Provisions: Special provisions complying with Indonesian foreign investment laws - include when foreign partners are involved

4. Employee Management: Procedures for hiring, managing, and terminating employees - include for larger partnerships with employees

5. Insurance: Requirements for business insurance coverage - include when specific insurance needs exist

6. Environmental Compliance: Environmental protection obligations - include for partnerships in industries with environmental impact

7. Regulatory Compliance: Industry-specific regulatory requirements - include for heavily regulated industries

8. Force Majeure: Provisions for handling unforeseen circumstances - include when business is susceptible to external disruptions

Suggested Schedules

1. Schedule 1: Capital Contributions: Detailed breakdown of each partner's initial and committed capital contributions

2. Schedule 2: Profit Sharing Ratios: Detailed calculations and conditions for profit/loss distribution

3. Schedule 3: Management Structure: Organizational chart and detailed management responsibilities

4. Schedule 4: Business Plan: Initial business plan and strategic objectives

5. Schedule 5: Partner Information: Detailed information about each partner, including KYC documentation

6. Schedule 6: Partnership Assets: Inventory of initial partnership assets and their agreed values

7. Schedule 7: Required Licenses and Permits: List of necessary business licenses and regulatory permits

8. Appendix A: Power of Attorney: Standard format for partnership-related powers of attorney

9. Appendix B: Compliance Procedures: Detailed compliance procedures and checklists

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

Manufacturing

Technology

Professional Services

Retail and Distribution

Agriculture and Food Processing

Construction and Real Estate

Tourism and Hospitality

Financial Services

Mining and Natural Resources

Education and Training

Healthcare and Medical Services

Import/Export

Creative Industries

Consulting Services

Environmental Services

Relevant Teams

Legal

Corporate Affairs

Finance

Compliance

Business Development

Operations

Risk Management

International Business

Strategy

Investment

Governance

Partnership Management

Relevant Roles

Chief Executive Officer

Managing Director

Business Development Manager

Legal Counsel

Corporate Secretary

Chief Financial Officer

Partnership Manager

Operations Director

Compliance Officer

Investment Manager

Business Owner

Company Director

Senior Partner

Joint Venture Manager

Risk Management Officer

Strategy Director

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

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