Private Investment Agreement Template for Indonesia

The Private Investment Agreement serves as a fundamental document for structuring private investments in Indonesian companies, whether from domestic or foreign sources. This document is essential when investors are looking to acquire a minority or majority stake in an Indonesian company while establishing clear rights, protections, and obligations. It must comply with Indonesian Investment Law (Law No. 25 of 2007), Company Law (Law No. 40 of 2007), and related regulations, including specific requirements for language (Law No. 24 of 2009) and currency usage. The agreement typically includes detailed provisions on investment terms, corporate governance, minority protections, information rights, and exit mechanisms, while addressing sector-specific regulatory requirements and investment restrictions under the Positive Investment List (Presidential Regulation No. 10 of 2021).

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

2. Background: Context of the investment, brief description of the business, and purpose of the agreement

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

4. Investment Terms: Details of the investment amount, valuation, and any tranches or conditions precedent

5. Subscription and Payment: Mechanics of how the investment will be made, including timing and payment methods

6. Warranties and Representations: Standard and specific warranties from both the company and the investors

7. Covenants: Ongoing obligations of the parties, including positive and negative covenants

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

9. Information Rights: Investor's rights to receive financial and operational information

10. Transfer Restrictions: Limitations on share transfers and requirements for such transfers

11. Exit Rights: Provisions for exit mechanisms including IPO, drag-along, and tag-along rights

12. Confidentiality: Protection of confidential information and trade secrets

13. Term and Termination: Duration of the agreement and circumstances for termination

14. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law

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