LLC Capital Contribution Agreement Template for Indonesia

The LLC Capital Contribution Agreement is a crucial document used in Indonesian business transactions when new or existing shareholders wish to make capital investments in a Limited Liability Company (PT). This agreement becomes necessary during company establishment, capital increases, or when bringing in new investors. It must comply with Indonesian Company Law (Law No. 40 of 2007) and related regulations, including specific requirements for foreign investment if applicable. The document typically includes detailed provisions about the contribution amount, form of contribution (cash or in-kind), valuation methods, payment terms, ownership rights, and necessary regulatory approvals. It's particularly important in Indonesia due to strict regulatory requirements regarding minimum capital, foreign ownership restrictions, and mandatory use of Indonesian Rupiah for stated capital.

1. Parties: Identification of the contributing member(s) and the LLC, including their complete legal names, registration numbers, and addresses

2. Background: Context of the agreement, including reference to the LLC's establishment, existing capital structure, and purpose of the capital contribution

3. Definitions: Definitions of key terms used throughout the agreement, including technical and legal terms specific to capital contributions

4. Capital Contribution Details: Specific details of the capital contribution, including amount, form (cash or in-kind), and percentage of ownership represented

5. Payment Terms: Timeline and method of contribution, including any installment arrangements and payment instructions

6. Representations and Warranties: Statements by both parties regarding their authority, capacity, and ability to fulfill obligations

7. Rights and Obligations: Detailed rights acquired through the contribution and ongoing obligations of both parties

8. Valuation: Method and confirmation of valuation for the capital contribution, particularly important for in-kind contributions

9. Regulatory Compliance: Provisions ensuring compliance with Indonesian company law and investment regulations

10. Amendment to Articles of Association: Process and requirement for updating the company's articles to reflect the new capital structure

11. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes

12. Dispute Resolution: Procedures for resolving any disputes related to the capital contribution

13. Notices: Communication procedures and contact details for formal notices

14. Execution: Signature blocks and execution requirements under Indonesian law