A share subscription agreement is a legal document that outlines the terms and conditions of a share purchase agreement between a company and a potential investor. In Indonesia, share subscription agreements are subject to strict regulations and must comply with the country`s company law and investment regulations.
When drafting a share subscription agreement in Indonesia, it`s important to consider several factors that can affect the validity and enforceability of the agreement. These factors include the ownership structure of the company, the type of shares being offered, the investment amount, and the applicable laws and regulations.
To ensure compliance with Indonesian law, a share subscription agreement should include the following key terms:
1. Parties: The agreement should identify the company and the investor who are entering into the agreement.
2. Shares: The agreement should specify the type and class of shares being offered, as well as the total number of shares and their face value.
3. Price: The agreement should specify the total investment amount, the price per share, and any payment terms or conditions.
4. Dilution: The agreement should include provisions for dilution of the investor`s shares in the event of future share issuances or capital increases.
5. Representations and warranties: The agreement should include representations and warranties from both the company and the investor regarding their legal capacity to enter into the agreement, as well as the accuracy and completeness of any information provided.
6. Governing law and dispute resolution: The agreement should specify the governing law and jurisdiction for any disputes that may arise between the parties.
Overall, a share subscription agreement in Indonesia is a crucial document that protects both the company and the investor during the share purchase process. It`s important to work with experienced legal counsel and comply with all applicable laws and regulations to ensure that the agreement is valid and enforceable.