Stock Investment Agreement Template for Indonesia

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Key Requirements PROMPT example:

Stock Investment Agreement

"I need a Stock Investment Agreement for a 25% minority investment in an Indonesian technology company, with tag-along rights and quarterly information rights for the investor, to be completed by March 2025."

Document background
The Stock Investment Agreement is a crucial document used when a company seeks to issue shares to new investors or when existing shareholders wish to formalize additional investment in an Indonesian company. This agreement, governed by Indonesian law, serves as the primary document establishing the terms of investment, share ownership rights, and obligations between the company and its investors. It must comply with various Indonesian regulations, including the Company Law (UU PT), Investment Law, and OJK regulations. The document typically includes detailed provisions on share valuation, transfer restrictions, investor protections, and corporate governance arrangements. It's particularly important for maintaining clear documentation of ownership structures and ensuring regulatory compliance in Indonesia's growing investment landscape.
Suggested Sections

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

2. Background: Context of the investment, current company status, and purpose of the agreement

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

4. Subscription and Issue of Shares: Details of shares being issued, including class, number, and nominal value

5. Investment Amount and Payment Terms: Specified investment amount, payment schedule, and payment mechanisms

6. Completion: Conditions precedent, completion obligations, and timing of the investment

7. Representations and Warranties: Standard representations from both company and investor

8. Covenants: Pre-completion and post-completion obligations of all parties

9. Corporate Governance: Board composition, voting rights, and management provisions

10. Transfer Restrictions: Limitations on share transfers and required procedures

11. Confidentiality: Obligations regarding confidential information

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

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

14. Execution: Signature blocks and execution requirements

Optional Sections

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

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

3. Anti-Dilution Protection: Include for preferred shares or when specifically requested by investors

4. Foreign Investment Provisions: Include when investor is foreign, addressing compliance with Indonesian foreign investment regulations

5. Dividend Policy: Include when specific dividend arrangements are agreed

6. Information Rights: Include when investors require specific reporting or inspection rights

7. Right of First Refusal: Include when existing shareholders should have priority right to purchase shares being sold

8. Put and Call Options: Include when parties agree to specific exit mechanisms

Suggested Schedules

1. Schedule 1 - Share Capital Structure: Details of current and post-investment share capital structure

2. Schedule 2 - Conditions Precedent: List of all conditions that must be satisfied before completion

3. Schedule 3 - Warranties: Detailed warranties given by the company and key shareholders

4. Schedule 4 - Company Information: Key company details including assets, contracts, and intellectual property

5. Schedule 5 - Completion Requirements: Detailed list of documents and actions required at completion

6. Appendix A - Board Resolution: Format of board resolution approving the investment

7. Appendix B - Shareholders Resolution: Format of shareholders resolution approving the investment

8. Appendix C - Share Certificate Format: Template for new share certificates to be issued

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

Manufacturing

Real Estate

Financial Services

Consumer Goods

Healthcare

Energy

Infrastructure

Agriculture

Mining

E-commerce

Education

Transportation

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Investment

Corporate Secretariat

Board of Directors

Executive Leadership

Risk Management

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Investment Manager

Legal Counsel

Finance Director

Investment Director

Compliance Officer

Board Director

Managing Director

Corporate Development Manager

Investment Analyst

Legal Manager

Financial Controller

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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