Shareholder Subscription Agreement Template for Indonesia

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Key Requirements PROMPT example:

Shareholder Subscription Agreement

"I need a Shareholder Subscription Agreement for my Indonesian technology startup, where a Singapore-based venture capital firm will subscribe to 25% of our Series A preferred shares, with standard anti-dilution and board appointment rights."

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What is a Shareholder Subscription Agreement?

The Shareholder Subscription Agreement is a crucial document used when a company seeks to issue new shares to investors in Indonesia. It serves as the primary legal instrument for documenting share subscriptions, whether for capital raising, strategic investment, or corporate restructuring purposes. This agreement must comply with Indonesian Company Law No. 40 of 2007 and related regulations, including specific requirements for foreign investment if applicable. The document typically includes detailed provisions about the shares being issued, payment terms, conditions precedent, representations and warranties, and completion mechanics. It's particularly important in the Indonesian context due to specific regulatory requirements regarding share issuance, foreign ownership limitations in certain sectors, and mandatory corporate approvals. The agreement also needs to account for language requirements under Indonesian law, often necessitating dual-language execution.

What sections should be included in a Shareholder Subscription Agreement?

1. Parties: Identification of the Company, the Subscriber(s), and existing shareholders if relevant

2. Background: Context of the share subscription, including company's current share capital structure and purpose of the subscription

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

4. Subscription and Allotment: Details of shares being subscribed to, including number, class, and price per share

5. Subscription Price and Payment Terms: Total subscription amount, payment method, timing, and bank account details

6. Conditions Precedent: Conditions that must be satisfied before the subscription becomes effective

7. Completion: Process and requirements for completing the subscription, including timing and location

8. Company's Representations and Warranties: Company's statements about its legal status, authority, and share capital

9. Subscriber's Representations and Warranties: Subscriber's statements about their capacity and authority to enter into the agreement

10. Covenants: Ongoing obligations of the parties post-subscription

11. Confidentiality: Obligations regarding confidential information

12. Notices: Process for formal communications between parties

13. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanisms

14. General Provisions: Standard clauses including amendments, assignments, and severability

What sections are optional to include in a Shareholder Subscription Agreement?

1. Tag-Along Rights: Include when minority shareholder protection is required, giving right to join in sale of shares

2. Drag-Along Rights: Include when majority shareholders may need to force minority shareholders to join in sale

3. Anti-Dilution Protection: Include for preferred shareholders or when specifically negotiated by investors

4. Foreign Investment Provisions: Include when subscriber is a foreign investor, addressing specific regulatory requirements

5. Share Transfer Restrictions: Include when parties want to restrict future transfer of subscribed shares

6. Board Appointment Rights: Include when subscription includes rights to appoint board members

7. Preemptive Rights: Include when existing shareholders need right of first refusal on future share issuances

8. Exit Rights: Include when investors require specific exit mechanisms or IPO rights

What schedules should be included in a Shareholder Subscription Agreement?

1. Schedule 1: Share Capital Structure: Details of company's share capital before and after subscription

2. Schedule 2: Subscription Details: Detailed breakdown of shares being subscribed, including class rights

3. Schedule 3: Conditions Precedent: Comprehensive list of all conditions to be satisfied before completion

4. Schedule 4: Completion Requirements: Detailed list of documents and actions required at completion

5. Schedule 5: Company Disclosure: Company's disclosures against warranties

6. Schedule 6: Form of Board Resolution: Template for required corporate approvals

7. Schedule 7: Form of Shareholders' Resolution: Template for shareholder approval if required

8. Appendix A: Company Constitutional Documents: Articles of Association and other constitutional documents

9. Appendix B: Regulatory Approvals: Copies of required regulatory approvals and licenses

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
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Technology

Manufacturing

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Real Estate

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Energy

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Relevant Teams

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Finance

Corporate Secretarial

Compliance

Investment

Corporate Governance

Executive Management

Risk Management

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Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Director

Corporate Secretary

Investment Director

Compliance Officer

Board Director

Managing Director

Finance Manager

Legal Counsel

Investment Manager

Company Director

Shareholder Relations Manager

Corporate Governance Officer

Business Development Director

Risk Manager

General Counsel

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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