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Shares Subscription Agreement

Shares Subscription Agreement Template for Indonesia

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Key Requirements PROMPT example:

Shares Subscription Agreement

"Need a Shares Subscription Agreement for a Singapore-based tech company investing in my Indonesian fintech startup, acquiring 25% ownership through new share issuance, with completion planned for March 2025 - must include OJK approval requirements and foreign investment provisions."

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Document background
The Shares Subscription Agreement is a crucial document used in Indonesian corporate transactions when a company wishes to increase its capital by issuing new shares to investors. It serves as the primary legal instrument governing the subscription of shares, whether for initial investment, capital raising, or strategic partnership purposes. The document must comply with Indonesian Company Law (Law No. 40 of 2007), OJK regulations, and where applicable, foreign investment rules. It's particularly important in the Indonesian context due to specific regulatory requirements for share issuances, foreign ownership restrictions in certain sectors, and mandatory involvement of Indonesian notaries for certain corporate actions. The agreement typically follows formal Indonesian legal requirements while incorporating international best practices for investor protection.
Suggested Sections

1. Parties: Identification of the Company issuing the shares and the Subscriber(s)

2. Background: Context of the transaction, including company details, share capital structure, and purpose of the subscription

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpreting the document

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

5. Subscription Price and Payment: Total consideration, payment terms, and method of payment

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Completion: Timing, location, and mechanics of completing the subscription

8. Company's Representations and Warranties: Legal statements and assurances given by the Company regarding its status and the shares

9. Subscriber's Representations and Warranties: Legal statements and assurances given by the Subscriber regarding their capacity and eligibility

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

11. Confidentiality: Obligations regarding the protection of confidential information

12. Notices: Process and requirements for formal communications between parties

13. General Provisions: Standard legal provisions including governing law, dispute resolution, and amendment procedures

Optional Sections

1. Foreign Investment Provisions: Required when the subscriber is a foreign entity, addressing compliance with Indonesian foreign investment regulations

2. Anti-dilution Rights: Protection for subscribers against future share issuances at lower valuations

3. Tag-Along Rights: Right of the subscriber to join in any future sale of shares by other shareholders

4. Pre-emptive Rights: Right of first refusal on future share issuances

5. Board Appointment Rights: Rights of the subscriber to appoint directors or commissioners

6. Regulatory Compliance: Specific provisions required for regulated industries or when special permits are needed

7. Exit Rights: Mechanisms for the subscriber to exit the investment

8. Performance Warranties: Additional warranties about the company's business performance, needed for larger investments

Suggested Schedules

1. Details of the Company: Complete corporate information including registration number, address, and current shareholding structure

2. Form of Share Certificate: Template of the share certificate to be issued

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

4. Company Resolutions: Forms of corporate resolutions required to approve the share issuance

5. Disclosure Letter: Exceptions and qualifications to the warranties given by the Company

6. Deed of Adherence: Form of deed binding the subscriber to any existing shareholders' agreement

7. Payment Details: Bank account and payment instruction details

8. Required Regulatory Approvals: List of governmental or regulatory approvals required

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Articles of Association
Board of Commissioners
Board of Directors
Business Day
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Deed of Shares Subscription
Disclosed
Disclosure Letter
Encumbrance
Existing Shareholders
Financial Year
General Meeting of Shareholders
Governmental Authority
IDR
Indonesian GAAP
Investment Amount
Issue Price
Material Adverse Change
Material Contract
New Shares
Notary
OJK
Parties
Permits
MOLHR
Regulatory Approvals
Rupiah
Share Certificate
Shareholders
Shares
Subscriber
Subscription Price
Subscription Shares
Subsidiaries
Transaction Documents
Warranties
Working Hours
Clauses
Interpretation
Subscription of Shares
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Company Warranties
Subscriber Warranties
Company Undertakings
Subscriber Undertakings
Anti-Dilution
Pre-emptive Rights
Share Transfers
Drag Along Rights
Tag Along Rights
Board Representation
Information Rights
Confidentiality
Non-Competition
Foreign Investment Compliance
Regulatory Compliance
Representations and Warranties
Indemnification
Force Majeure
Assignment
Notices
Costs and Expenses
Governing Law
Dispute Resolution
Amendment
Severability
Entire Agreement
Termination
Waiver
Relevant Industries

Technology

Manufacturing

Financial Services

Real Estate

Infrastructure

Healthcare

Energy

Mining

Retail

Agriculture

Education

Transportation

Telecommunications

Consumer Goods

Professional Services

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Investment

Business Development

Board of Directors

Executive Committee

Risk Management

Corporate Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Investment Director

Finance Director

Legal Director

Managing Director

Business Development Director

Compliance Officer

Investment Manager

Legal Manager

Finance Manager

Company Director

Board Commissioner

Corporate Lawyer

Investment Analyst

Financial Controller

Industries
Law No. 40 of 2007 on Limited Liability Companies: The primary law governing companies in Indonesia, including provisions on share capital, share issuance, shareholders' rights and obligations, and corporate actions
Law No. 8 of 1995 on Capital Markets: Regulates securities, public offerings, and trading of shares in Indonesia, including disclosure requirements and investor protection measures
Law No. 25 of 2007 on Investment: Governs both domestic and foreign investment in Indonesian companies, including restrictions and requirements for foreign ownership
OJK Regulation No. 32/POJK.04/2015: Regulates capital increases in public companies, including procedures for rights issues and share issuances
Presidential Regulation No. 44 of 2016: Contains the Negative Investment List (DNI) specifying business fields that are closed or conditionally open to foreign investment
Law No. 11 of 2020 on Job Creation (Omnibus Law): Recent comprehensive law that amends various provisions affecting business operations, including changes to investment and corporate regulations
OJK Regulation No. 30/POJK.04/2017: Regulates the registration of shares and requirements for private placements in Indonesia
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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