��������Ƶ

The Joint Venture Investment Agreement is a crucial document for establishing foreign investment partnerships in Indonesia, where certain business sectors require mandatory local participation. This agreement is typically used when foreign investors seek to establish a presence in Indonesia through a limited liability company (PT PMA) in partnership with Indonesian entities or individuals. The document must comply with Indonesian Investment Law (Law No. 25/2007), Company Law (Law No. 40/2007), and sector-specific regulations, including foreign ownership restrictions outlined in the Negative Investment List. It covers essential aspects such as capital structure, governance mechanisms, shareholding arrangements, operational management, and local content requirements. The agreement is particularly important given Indonesia's complex regulatory environment and the need to clearly define parties' rights, obligations, and risk allocation while ensuring enforceability under Indonesian law.

1. Parties: Identification of the joint venture partners, including their complete legal names, registration numbers, and registered addresses

2. Background: Context of the joint venture, including business objectives, rationale for collaboration, and brief description of each party's expertise

3. Definitions: Definitions of key terms used throughout the agreement, including Indonesian legal terms

4. Joint Venture Formation: Details of the JV company formation, including company name, form of entity (PT PMA), registered address, and business activities

5. Capital Structure: Capital contributions, shareholding percentages, payment terms, and valuation of non-cash contributions

6. Business Scope: Detailed description of permitted business activities aligned with Indonesian Investment Coordinating Board (BKPM) requirements

7. Board Structure and Management: Composition of board of directors and commissioners, appointment rights, voting requirements, and management structure

8. Shareholder Rights and Obligations: Voting rights, reserved matters, pre-emptive rights, and other shareholder obligations

9. Local Content and Employment: Commitments regarding local content requirements and employment of Indonesian nationals

10. Financial Matters: Financial year, accounting standards, dividend policy, and funding obligations

11. Transfer Restrictions: Share transfer restrictions, right of first refusal, tag-along and drag-along rights

12. Deadlock Resolution: Procedures for resolving management deadlocks and serious disagreements

13. Term and Termination: Duration of the agreement, termination events, and consequences of termination

14. Confidentiality: Protection of confidential information and trade secrets

15. Governing Law: Specification of Indonesian law as governing law and interpretation principles

16. Dispute Resolution: Dispute resolution mechanisms, including reference to Indonesian arbitration

17. General Provisions: Standard boilerplate clauses adapted to Indonesian law requirements