51��Ƶ����

A Share subscription deed is a legal agreement that sets out the terms when investors buy new shares in an Indonesian company. It details how many shares they'll get, the price per share, and when they need to pay. Think of it as the official playbook for bringing new shareholders into your business.

Under Indonesian Company Law, this deed needs notarization and must spell out key details like the rights attached to the shares, any conditions before the sale can happen, and how the company will use the investment funds. It's especially important for foreign investors, who must follow specific requirements from the Investment Coordinating Board (BKPM) when buying into Indonesian companies.

You need a Share subscription deed when bringing new investors into your Indonesian company through a fresh share issuance. This becomes essential during funding rounds, when converting debt to equity, or expanding ownership to strategic partners. The deed protects both your company and the incoming shareholders by clearly documenting the investment terms.

The timing matters most when dealing with foreign investors, as Indonesian law requires specific documentation before BKPM approval. Companies also use these deeds during pre-IPO restructuring, joint venture formations, or when implementing employee stock ownership programs. Having this deed in place helps prevent future disputes about share ownership terms and payment obligations.

• Basic Share Subscription: Used for straightforward share issuances with standard payment terms and basic warranties
• Convertible Note Subscription: Includes special provisions for debt-to-equity conversion mechanisms and trigger events
• Foreign Investment Deed: Contains additional BKPM compliance clauses and foreign ownership restrictions
• Employee Share Scheme: Features vesting schedules and specific conditions for employee stock ownership programs
• Strategic Investment Deed: Includes detailed pre-emptive rights, governance provisions, and strategic cooperation terms

• Company Directors: Sign and execute the Share subscription deed on behalf of the issuing company, ensuring compliance with corporate governance requirements
• Incoming Investors: Review and sign the deed, commit to purchasing shares under specified terms and conditions
• Corporate Legal Teams: Draft and review the deed's terms, ensuring alignment with Indonesian investment laws
• Notary Public: Validates and notarizes the deed, making it legally binding under Indonesian law
• BKPM Officials: Review and approve deeds involving foreign investment, ensuring compliance with investment regulations

• Company Details: Gather articles of association, shareholding structure, and latest corporate registry data
• Investment Terms: Document share price, number of shares, payment schedule, and investment timeline
• Investor Information: Collect KYC documents, proof of funds, and corporate approvals if the investor is a company
• Regulatory Checks: Verify BKPM requirements, especially for foreign investors or restricted business sectors
• Corporate Approvals: Secure board resolutions and existing shareholder approvals for the share issuance
• Notary Booking: Schedule a notary appointment and prepare supporting documentation for deed execution

• Party Details: Full legal names, addresses, and registration numbers of the company and subscribers
• Share Specifics: Number, class, and nominal value of shares being issued
• Payment Terms: Subscription price, payment method, and timeline for fund transfer
• Representations: Company's authority to issue shares and subscriber's capacity to invest
• Conditions Precedent: Required approvals, regulatory clearances, and corporate authorizations
• Completion Mechanics: Share certificate issuance process and registration procedures
• Governing Law: Clear statement of Indonesian law application and dispute resolution method

A Share subscription deed differs significantly from a Share Purchase Agreement in several key aspects, though both deal with share ownership transfers in Indonesian companies.

• Timing of Share Creation: Share subscription deeds involve newly issued shares, while purchase agreements transfer existing shares between current shareholders
• Payment Recipient: Subscription payments go directly to the company's capital account, whereas purchase payments go to the selling shareholder
• Regulatory Requirements: New share issuances require specific corporate approvals and BKPM clearance, while share transfers often need less regulatory oversight
• Documentation Scope: Subscription deeds must include detailed terms about the creation of new shares and capital increase procedures, while purchase agreements focus on transfer mechanics and seller warranties