The Stock Subscription Agreement is a crucial document used in Indonesian corporate transactions when a company wishes to issue new shares to investors. It serves as the primary legal instrument documenting the terms and conditions of share subscription, ensuring compliance with Indonesian Company Law and related regulations. This agreement is particularly important in contexts such as startup funding rounds, capital raising by established companies, or strategic investments. The document must address specific Indonesian legal requirements, including dual language provisions, notarization requirements, and where applicable, foreign investment restrictions. It typically contains detailed provisions about share pricing, payment mechanisms, representations and warranties, and completion conditions, while also ensuring compliance with regulatory requirements from bodies such as the Indonesian Investment Coordinating Board (BKPM) and Financial Services Authority (OJK).
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1. Parties: Identification of the Company issuing shares and the Subscriber(s)
2. Background: Context of the share issuance, company's current position, and purpose of the subscription
3. Definitions: Defined terms used throughout the agreement
4. Subscription and Issue: Core terms of the share subscription including number, class, and price of shares
5. Payment Terms: Details of payment timing, method, and bank account details
6. Completion: Conditions precedent, completion mechanics, and timing
7. Company's Representations and Warranties: Company's statements about its legal status, share capital, and business
8. Subscriber's Representations and Warranties: Subscriber's statements about capacity, authority, and compliance
9. Pre-Completion Obligations: Obligations of both parties before completion of the subscription
10. Post-Completion Obligations: Actions required after the subscription is completed
11. Confidentiality: Provisions regarding confidential information and announcements
12. Notices: Process and details for formal communications between parties
13. General Provisions: Standard boilerplate clauses including amendments, assignments, and severability
14. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanism
15. Language: Dual language requirements and prevailing language in case of inconsistency
1. Tag-Along Rights: Include when minority shareholders need protection in case of majority share sales
2. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in a sale
3. Anti-Dilution Protection: Include when subscribers need protection against future share issuances at lower valuations
4. Board Appointment Rights: Include when subscriber is to have board representation rights
5. Foreign Investment Provisions: Include when subscriber is a foreign entity, addressing BKPM requirements
6. Share Transfer Restrictions: Include when parties want to restrict future transfer of shares
7. Regulatory Compliance: Include specific provisions when company operates in regulated sectors
8. Shareholder Approval: Include when existing shareholders have pre-emptive rights or approval requirements
1. Share Capital Structure: Details of company's existing share capital and shareholding structure
2. Subscription Shares Details: Specific details of shares being subscribed including rights and restrictions
3. Form of Share Certificate: Template of share certificate to be issued
4. Completion Checklist: List of documents and actions required for completion
5. Corporate Documents: List of corporate documents to be provided including licenses and permits
6. Disclosure Letter: Exceptions to representations and warranties
7. Form of Board/Shareholder Resolutions: Template resolutions approving the share subscription
8. Required Regulatory Approvals: List of regulatory approvals needed for the subscription
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Financial Services
Real Estate
Energy
Healthcare
Retail
Agriculture
Mining
Infrastructure
Education
Transportation
Telecommunications
Consumer Goods
Professional Services
Relevant Teams
Legal
Finance
Corporate Secretariat
Compliance
Investment
Corporate Development
Board of Directors
Executive Management
Investor Relations
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Investment Director
Legal Director
Finance Director
Compliance Officer
Investment Manager
Corporate Lawyer
Financial Controller
Board Director
Managing Director
Vice President of Legal
Chief Investment Officer
Head of Corporate Development
Investor Relations Manager
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