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Joint Investment Agreement for Indonesia

Joint Investment Agreement Template for Indonesia

A comprehensive legal agreement governed by Indonesian law that establishes the terms and conditions for a joint investment between two or more parties. This document addresses capital contributions, ownership structures, management rights, and profit-sharing arrangements while ensuring compliance with Indonesian investment regulations, including Law No. 25 of 2007 on Investment and related regulatory requirements. The agreement incorporates specific provisions for foreign investment restrictions, mandatory local language requirements, and necessary regulatory approvals from relevant Indonesian authorities such as the Investment Coordinating Board (BKPM).

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Joint Investment Agreement

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What is a Joint Investment Agreement?

The Joint Investment Agreement is a crucial document used when two or more parties wish to combine their resources, expertise, and capital for a specific business venture in Indonesia. This agreement is particularly important in the Indonesian context due to specific regulatory requirements for both domestic and foreign investments. It must comply with Law No. 25 of 2007 on Investment, the Negative Investment List (DNI), and other relevant regulations. The document typically covers essential aspects such as capital structure, ownership rights, management control, profit distribution, and exit mechanisms. It's commonly used for new joint ventures, strategic partnerships, or when foreign investors enter the Indonesian market through collaboration with local partners. The agreement must be drafted in both Indonesian and English languages, with the Indonesian version prevailing in case of inconsistencies, as required by Law No. 24 of 2009.

What sections should be included in a Joint Investment Agreement?

1. Parties: Identification of all investing parties, including their legal status and registration details

2. Background: Context of the investment, objectives, and brief description of the business venture

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Investment Structure: Details of investment vehicle, ownership structure, and capital contributions

5. Capital Contributions: Specific amounts, timing, and form of investments from each party

6. Ownership and Shares: Distribution of ownership, share classes, and rights attached

7. Management and Control: Governance structure, decision-making processes, and management appointments

8. Business Plan and Budget: Agreed business objectives, operational plans, and financial projections

9. Profit Distribution: Rules for distribution of profits, dividends, and handling of losses

10. Transfer Restrictions: Limitations on transfer of ownership and pre-emptive rights

11. Representations and Warranties: Statements of fact and assurances from all parties

12. Covenants: Ongoing obligations and commitments of the parties

13. Term and Termination: Duration of agreement and circumstances for termination

14. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law

15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

What sections are optional to include in a Joint Investment Agreement?

1. Put and Call Options: Optional exit mechanisms for parties to buy or sell their stakes under specific conditions

2. Intellectual Property Rights: Include when the investment involves significant IP assets or technology transfer

3. Employment Matters: Required when the investment includes specific arrangements for key personnel or employment commitments

4. Anti-Dilution Protection: Include for investments with potential future funding rounds or share issuances

5. Environmental and Social Compliance: Necessary for investments in industries with significant environmental or social impact

6. Competition and Non-Compete: Include when parties need restrictions on competing activities

7. Force Majeure: Optional detailed provisions for handling unforeseen circumstances

8. Tag-Along and Drag-Along Rights: Include when parties want specific exit rights in case of stake sales

What schedules should be included in a Joint Investment Agreement?

1. Schedule 1: Business Plan: Detailed business plan including market analysis, strategy, and financial projections

2. Schedule 2: Capital Contribution Schedule: Detailed breakdown of each party's investment amounts and timing

3. Schedule 3: Shareholding Structure: Complete ownership structure including any subsidiaries or affiliated entities

4. Schedule 4: Key Performance Indicators: Specific metrics and targets for measuring business performance

5. Schedule 5: Management Structure: Organizational chart and key management positions

6. Schedule 6: Required Governmental Approvals: List of necessary permits, licenses, and regulatory approvals

7. Appendix A: Form of Shareholders' Resolution: Template for shareholder resolutions

8. Appendix B: Form of Share Certificate: Template for share certificates if applicable

9. Appendix C: Initial Budget: Detailed initial operating budget for the venture

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Indonesia

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions



















































Clauses






































Relevant Industries

Manufacturing

Technology

Infrastructure

Real Estate

Agriculture

Mining

Financial Services

Renewable Energy

Healthcare

Education

Retail

Hospitality

E-commerce

Transportation

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Investment

Risk Management

Compliance

Strategy

Business Development

Corporate Secretariat

Board of Directors

Executive Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Investment Director

Corporate Development Manager

Legal Counsel

Investment Manager

Business Development Director

Risk Management Officer

Compliance Officer

Managing Partner

Board Director

Strategy Director

Joint Venture Manager

Corporate Secretary

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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