Joint Venture Agreement For Real Estate Investing Template for Indonesia

The Joint Venture Agreement For Real Estate Investing is a crucial document used when two or more parties wish to combine their resources, expertise, and capital for real estate investment purposes in Indonesia. This agreement is particularly important given Indonesia's complex regulatory framework regarding foreign investment in real estate and specific requirements for land ownership. The document addresses essential elements including capital contributions, profit-sharing mechanisms, management structure, decision-making processes, and exit strategies, while ensuring compliance with Indonesian investment laws, property regulations, and foreign ownership restrictions. It is commonly used for various real estate projects including commercial developments, residential complexes, industrial parks, and mixed-use developments, providing a framework for both Indonesian and foreign investors to collaborate effectively while managing their risks and expectations.

1. Parties: Identification of the joint venture partners, including their complete legal names, registration numbers, and addresses

2. Background: Context of the joint venture, including the parties' intentions and brief description of the real estate investment opportunity

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

4. Formation of Joint Venture: Details of the joint venture entity, including legal structure, name, and registration requirements under Indonesian law

5. Capital Contributions: Specification of initial and future capital contributions from each party, including land, cash, or other assets

6. Ownership and Shareholding: Distribution of ownership interests, compliance with Indonesian foreign ownership restrictions, and share classes

7. Management and Control: Governance structure, appointment of directors/commissioners, voting rights, and reserved matters

8. Business Plan and Budget: Initial business plan, approval process for annual budgets, and investment criteria

9. Real Estate Development and Management: Procedures for property acquisition, development, management, and disposal

10. Distribution Policy: Profit sharing arrangements, dividend policy, and treatment of losses

11. Banking and Finance: Banking arrangements, funding mechanisms, and external financing provisions

12. Representations and Warranties: Standard and specific warranties from each party

13. Covenants: Ongoing obligations of the parties, including regulatory compliance requirements

14. Transfer Restrictions: Limitations on transfer of interests and right of first refusal provisions

15. Term and Termination: Duration of the agreement and grounds for termination

16. Exit Mechanisms: Procedures for exit, including buy-out rights, put/call options, and deadlock resolution

17. Confidentiality: Protection of confidential information and trade secrets

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

19. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement