The Investment Subscription Agreement is a crucial document used when an investor (either domestic or foreign) wishes to invest in an Indonesian company through the subscription of shares or securities. This agreement is essential for documenting the investment terms, protecting both investor and company interests, and ensuring compliance with Indonesian regulatory requirements. It becomes particularly important in the context of Indonesian investment law, which includes specific requirements for foreign investment, currency controls, and corporate governance. The document must comply with various regulations including Law No. 25 of 2007 on Investment, Law No. 40 of 2007 on Limited Liability Companies, and relevant OJK regulations. The agreement typically includes detailed provisions on investment amounts, share classes, payment terms, warranties, and various rights granted to the investor, while ensuring alignment with Indonesian market practice and regulatory framework.
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1. Parties: Identification of the investor(s) and the company, including registration details as required by Indonesian law
2. Background: Context of the investment, company's business, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including currency and language provisions
4. Subscription Details: Number, class, and price of shares/securities being subscribed for
5. Payment Terms: Payment mechanism, timing, and currency considerations in compliance with Indonesian banking regulations
6. Completion: Conditions precedent, completion mechanics, and timing for the investment
7. Company's Warranties: Standard warranties about the company's status, business, and compliance with laws
8. Investor's Warranties: Warranties regarding investment capacity and regulatory compliance
9. Regulatory Compliance: Compliance with Indonesian investment laws, including any foreign ownership restrictions
10. Confidentiality: Protection of confidential information exchanged during the investment process
11. Notices: Communication procedures and contact details
12. Governing Law and Dispute Resolution: Indonesian law as governing law and dispute resolution mechanisms
13. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Tag-Along Rights: Include when minority investor protection is required through participation rights in future sales
2. Pre-emptive Rights: Include when existing shareholders should have rights to maintain their percentage ownership
3. Board Representation: Include when the investment size warrants board representation rights
4. Dividend Policy: Include when specific dividend arrangements are part of the investment terms
5. Anti-dilution Protection: Include for protection against future down-rounds
6. Information Rights: Include when specific reporting requirements are needed beyond statutory requirements
7. Exit Rights: Include when specific exit mechanisms or IPO rights are negotiated
8. Regulatory Approvals: Include when specific regulatory approvals are required for the investment
9. Foreign Investment Provisions: Include when the investor is foreign and specific foreign investment rules apply
1. Subscription Details: Detailed breakdown of the subscription including share class rights and pricing calculations
2. Conditions Precedent: List of all conditions that must be satisfied before completion
3. Company Information: Details of the company's share capital, directors, and corporate information
4. Warranties: Detailed warranties and any specific disclosures against them
5. Completion Requirements: Detailed list of completion deliverables and actions
6. Form of Board Resolution: Template for required corporate approvals
7. Form of Shareholders' Resolution: Template for shareholder approvals if required
8. Know Your Customer (KYC) Requirements: List of required KYC documents and forms
9. Regulatory Compliance Checklist: Checklist of regulatory requirements and confirmations
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Financial Services
Real Estate
Infrastructure
Energy
Healthcare
Agriculture
Mining
Retail
E-commerce
Education
Transportation
Telecommunications
Consumer Goods
Relevant Teams
Legal
Finance
Corporate Development
Investment
Compliance
Corporate Secretariat
Treasury
Risk Management
Corporate Strategy
Mergers & Acquisitions
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Director
Corporate Finance Manager
Legal Counsel
Investment Manager
Corporate Secretary
Finance Director
Compliance Officer
Board Director
Investment Analyst
Managing Director
General Counsel
Financial Controller
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