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Stock Issuance Agreement

Stock Issuance Agreement Template for Indonesia

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Key Requirements PROMPT example:

Stock Issuance Agreement

"I need a Stock Issuance Agreement for my Indonesian technology startup to issue 100,000 ordinary shares to three local angel investors, with the closing expected in March 2025 and including standard pre-emptive rights and board representation provisions."

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Document background
The Stock Issuance Agreement is a crucial document used when an Indonesian company wishes to increase its capital by issuing new shares to investors. This agreement is particularly important in the context of Indonesian corporate law, which requires strict compliance with Law No. 40 of 2007 and OJK regulations regarding share issuance and capital structure changes. The document is typically used in various scenarios including capital raising, strategic investments, employee stock ownership programs, or corporate restructuring. It contains detailed provisions about the share issuance process, regulatory compliance requirements, shareholder rights, and protection mechanisms. The agreement must be properly executed and notarized in accordance with Indonesian legal requirements, and may require additional regulatory approvals depending on the size of the issuance and the nature of the investors involved.
Suggested Sections

1. Parties: Identification of the issuing company and the subscriber(s) of the shares

2. Background: Context of the share issuance, including corporate approvals and purpose of the issuance

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

4. Share Issuance Details: Specifics of the shares being issued, including number, class, and price per share

5. Subscription and Payment: Terms of share subscription and payment obligations

6. Closing Conditions: Conditions precedent to the completion of the share issuance

7. Representations and Warranties: Statements of fact and assurances from both the company and subscriber

8. Regulatory Compliance: Compliance with Indonesian company law and capital market regulations

9. Share Rights and Restrictions: Rights attached to the shares and any transfer restrictions

10. Notices: Process for delivering formal notices between parties

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

12. General Provisions: Standard boilerplate provisions including amendments, assignments, and severability

Optional Sections

1. Preferred Share Terms: Used when issuing preferred shares, detailing specific rights and preferences

2. Foreign Investment Provisions: Required when shares are being issued to foreign investors, addressing compliance with foreign investment laws

3. Pre-emptive Rights: Included when existing shareholders have pre-emptive rights to subscribe to new shares

4. Board Appointment Rights: Used when the share issuance includes rights to appoint board members

5. Tag-Along and Drag-Along Rights: Included in cases where certain shareholders are granted these special exit rights

6. Anti-dilution Protection: Used when investors are granted protection against future dilutive issuances

Suggested Schedules

1. Share Capitalization Table: Details of the company's share capital structure before and after the issuance

2. Corporate Authorizations: Copies of board and shareholder resolutions approving the share issuance

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

4. Disclosure Schedule: Detailed disclosures related to the company's representations and warranties

5. Payment Schedule: If payment is in installments, schedule of payment dates and amounts

6. 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

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alex.den.21@genieai.co
Relevant legal definitions
Agreement
Articles of Association
Board of Directors
Board of Commissioners
Business Day
Closing
Closing Date
Company
Completion
Confidential Information
Deed of Share Issuance
Effective Date
Encumbrance
Financial Year
General Meeting of Shareholders
Governmental Authority
IDX
Indonesian GAAP
Issue Price
Issued Shares
Material Adverse Effect
New Shares
Notarial Deed
OJK
Ordinary Shares
Party/Parties
Payment Date
Prescribed Form
Purchase Price
Regulatory Approvals
Relevant Laws
RUPS
Securities
Share Certificate
Share Subscription Form
Shareholder Register
Shareholders
Shares
Subscriber
Subscription Amount
Subscription Rights
Subscription Period
Transaction Documents
Transfer
Warranties
Clauses
Interpretation
Share Issuance
Subscription
Payment Terms
Conditions Precedent
Closing Conditions
Representations and Warranties
Covenants
Share Rights
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Anti-dilution
Board Representation
Information Rights
Regulatory Compliance
Corporate Governance
Confidentiality
Non-Competition
Non-Solicitation
Indemnification
Force Majeure
Termination
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Governing Law
Dispute Resolution
Language
Costs and Expenses
Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Energy

Mining

Infrastructure

Healthcare

Consumer Goods

Telecommunications

E-commerce

Agriculture

Transportation

Education

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Investment Relations

Treasury

Risk Management

Corporate Development

Strategy

Board of Directors

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Investment Manager

Compliance Officer

Board Director

Finance Director

Corporate Finance Manager

Investment Relations Manager

Risk Manager

Treasury Manager

Company Secretary

Legal Manager

Strategic Planning Director

Industries
Law No. 40 of 2007 on Limited Liability Companies: The main corporate law in Indonesia that governs the establishment and operation of companies, including provisions on share capital, issuance of shares, and shareholders' rights and obligations
Law No. 8 of 1995 on Capital Markets: Regulates capital market activities, securities trading, and public offerings in Indonesia
OJK Regulation No. 32/POJK.04/2015: Regulations on capital increases in public companies, including procedures for rights issues and share issuance
Law No. 25 of 2007 on Investment: Governs both foreign and domestic investment in Indonesian companies, including restrictions on foreign ownership in certain business sectors
Government Regulation No. 29 of 2016: Regulates changes in capital and shares ownership in companies, including procedures for capital increases and share issuance
Minister of Law and Human Rights Regulation No. 15 of 2016: Provides procedures for company registration and approval of changes in company structure, including share capital changes
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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