Investment Agreement Template for Indonesia

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Key Requirements PROMPT example:

Investment Agreement

"I need an Investment Agreement for a Series A investment of USD 5 million into an Indonesian e-commerce company, where a Singapore-based venture capital firm will acquire 25% stake with standard minority protection rights and a board seat."

Document background
The Investment Agreement serves as the primary legal framework for structuring investments in Indonesian companies, whether from domestic or foreign sources. It is essential for transactions ranging from venture capital and private equity investments to strategic corporate investments, providing comprehensive coverage of investment terms, shareholder rights, and governance structures. The document must comply with Indonesian investment laws, including Law No. 25/2007 on Investment and Presidential Regulation No. 10/2021 on Investment Business Fields, while addressing specific sector restrictions and foreign ownership limitations. This agreement is particularly crucial in Indonesia's evolving business landscape, where increasing foreign investment necessitates careful attention to regulatory compliance, corporate governance, and investor protection mechanisms. The document typically includes detailed provisions for capital structure, board composition, reserved matters, and exit rights, all tailored to meet both Indonesian legal requirements and international investment standards.
Suggested Sections

1. Parties: Identification of the investor(s) and investee company, including registration details as required under Indonesian law

2. Background: Context of the investment, current company structure, and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including language interpretation principles for the bilingual agreement

4. Investment Terms: Details of investment amount, valuation, and resulting shareholding percentages

5. Conditions Precedent: Prerequisites to be fulfilled before investment completion, including regulatory approvals

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

7. Warranties and Representations: Standard and specific warranties from both the company and existing shareholders

8. Covenants: Ongoing obligations of all parties, including compliance with Indonesian investment regulations

9. Corporate Governance: Board composition, voting rights, and reserved matters

10. Shareholder Rights and Obligations: Rights and obligations of shareholders, including pre-emptive rights and transfer restrictions

11. Confidentiality: Confidentiality obligations and permitted disclosures

12. Term and Termination: Duration of the agreement and termination circumstances

13. Dispute Resolution: Dispute resolution procedures, typically including BANI arbitration provisions

14. General Provisions: Standard boilerplate clauses, including governing law and language provisions

Optional Sections

1. Anti-Dilution Protection: Used when investors require protection against future down rounds

2. Tag-Along Rights: Optional protection for minority shareholders to join in sale of majority stake

3. Drag-Along Rights: Used when majority shareholders want right to force minorities to join in sale

4. Strategic Rights: For strategic investors requiring specific commercial rights or arrangements

5. Employee Stock Option Pool: When the investment includes provision for employee share schemes

6. Performance Targets: When investment is linked to specific company performance metrics

7. Multiple Closing Mechanics: For staged investments with multiple tranches

8. Put Option Rights: When investors require specific exit rights

9. Non-Compete and Non-Solicit: When restrictions on founders/key shareholders are required

Suggested Schedules

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

2. Warranties: Detailed company and founder warranties

3. Reserved Matters: List of matters requiring special approval rights

4. Company Information: Detailed company information including licenses and permits

5. Form of Shareholders Resolution: Template for shareholder resolutions required for completion

6. Form of Board Resolution: Template for board resolutions required for completion

7. Form of Share Certificate: Template for new share certificates to be issued

8. Management Accounts: Latest financial statements of the company

9. Business Plan: Agreed business plan and use of investment proceeds

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

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

Agriculture

Mining and Resources

Healthcare

Education

Retail

Transportation and Logistics

Renewable Energy

Real Estate

Tourism and Hospitality

Consumer Goods

Infrastructure

Relevant Teams

Legal

Finance

Corporate Development

Investment

Compliance

Board of Directors

Executive Leadership

Corporate Secretariat

Risk Management

Business Development

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Investment Director

Corporate Development Manager

Legal Counsel

Investment Manager

Corporate Secretary

Finance Director

Business Development Director

Compliance Officer

Board Director

Managing Partner

Investment Analyst

Due Diligence Officer

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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