Startup Investment Agreement Template for Indonesia

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Key Requirements PROMPT example:

Startup Investment Agreement

"I need a Startup Investment Agreement for a Series A investment of USD 2 million from a Singapore-based VC firm into my Indonesian fintech startup, with specific provisions for foreign ownership compliance and ESOP allocation of 10%, planned for completion by March 2025."

Document background
The Startup Investment Agreement is a crucial document used in Indonesia's growing startup ecosystem to formalize investment relationships between startups and their investors. This agreement becomes necessary when a startup is seeking external investment, whether from venture capital firms, angel investors, or strategic corporate investors. It encompasses key aspects such as investment terms, valuation, share issuance, investor protections, and governance rights, all while ensuring compliance with Indonesian regulations including the Investment Law and Company Law. The document must navigate specific local requirements such as language provisions, foreign ownership restrictions, and mandatory corporate governance structures. Given Indonesia's position as Southeast Asia's largest digital economy, this agreement often needs to accommodate both domestic and international investment considerations while protecting all parties' interests.
Suggested Sections

1. Parties: Identification of the investor(s), the company, founders, and any other relevant parties to the agreement

2. Background: Context of the investment, brief company history, and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Investment Terms: Details of the investment amount, valuation, and number of shares being issued

5. Conditions Precedent: Conditions that must be satisfied before the investment is made

6. Completion Mechanics: Process and timeline for the investment completion, including documentation requirements

7. Warranties and Representations: Standard warranties from the company and founders regarding the business

8. Investor Rights: Key rights granted to investors including information rights and board representation

9. Reserved Matters: Decisions requiring investor approval

10. Transfer Restrictions: Limitations on the transfer of shares by shareholders

11. Exit Provisions: Terms governing company sale, IPO, or other exit events

12. Confidentiality: Obligations regarding confidential information

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

14. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

Optional Sections

1. Anti-Dilution Protection: Protection for investors against future down rounds, typically included for larger investments

2. Tag-Along Rights: Right of investors to join in sale of shares by other shareholders, usually included for minority investor protection

3. Drag-Along Rights: Right to force minority shareholders to join in a company sale, included when majority holders want exit flexibility

4. Founder Vesting: Terms for founder share vesting, typically included for early-stage investments

5. Employee Share Option Pool: Terms regarding employee share options, included when establishing or modifying ESOP

6. Strategic Collaboration: Terms for business cooperation between investor and company, included for strategic investors

7. Multiple Closing Provisions: Terms for investment in tranches or multiple closings, included for staged investments

8. Foreign Investment Compliance: Specific provisions ensuring compliance with Indonesian foreign investment laws, included for foreign investors

Suggested Schedules

1. Capitalization Table: Current and post-investment share capital structure

2. Warranties: Detailed company and founder warranties

3. Reserved Matters List: Comprehensive list of matters requiring investor approval

4. Completion Documents: List of documents required for investment completion

5. Company Information: Key company details including corporate documents and licenses

6. Business Plan: Company's business plan and financial projections

7. Key Performance Indicators: Agreed metrics for monitoring company performance

8. Form of Board Resolution: Template for required corporate approvals

9. Form of Shareholders' Resolution: Template for shareholder approvals

10. Deed of Adherence: Template for new shareholders joining the agreement

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
Clauses
Relevant Industries

Technology

E-commerce

Financial Technology

Healthcare Technology

Education Technology

Logistics and Transportation

Digital Media

Software Development

Consumer Services

Green Technology

Agriculture Technology

Food and Beverage Technology

Internet of Things

Artificial Intelligence

Gaming and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Venture Capital

Investment

Compliance

Board of Directors

Executive Management

Corporate Secretariat

Risk Management

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Investment Director

Venture Capital Partner

Corporate Lawyer

Investment Manager

Startup Founder

Managing Director

Legal Counsel

Company Secretary

Chief Operating Officer

Board Director

Compliance Officer

Business Development Director

Corporate Development Manager

Industries
Law No. 40 of 2007 on Limited Liability Companies (Company Law): Fundamental law governing the establishment, management, and operation of companies in Indonesia, including provisions for share issuance and transfer
Law No. 25 of 2007 on Investment: Regulates both domestic and foreign investment in Indonesia, including investment restrictions, requirements, and protections
Presidential Regulation No. 44 of 2016 on Negative Investment List: Specifies business sectors that are closed or conditionally open to foreign investment, crucial for determining investment possibilities
Law No. 11 of 2020 on Job Creation (Omnibus Law): Recent comprehensive law affecting business operations, including simplifying business licensing and investment procedures
BKPM Regulation No. 4 of 2021: Implements the risk-based business licensing system under the Online Single Submission (OSS) system
Law No. 19 of 2016 on Electronic Information and Transactions: Relevant for technology-based startups, governing electronic transactions and digital business operations
OJK Regulation No. 57/POJK.04/2020: Regulates equity crowdfunding in Indonesia, important for alternative startup financing methods
Law No. 24 of 2009 on National Flag, Language, Emblem and Anthem: Requires agreements involving Indonesian parties to be drafted in Indonesian language
Bank Indonesia Regulation No. 17/3/PBI/2015: Regulates mandatory use of Indonesian Rupiah for transactions in Indonesia, affecting payment terms in investment agreements
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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