����ֱ��

A Joinder Agreement lets new parties formally join an existing contract or transaction in Indonesia. When companies merge, invest, or participate in ongoing deals, they use these agreements to become official parties to the original arrangement without creating an entirely new contract.

Under Indonesian civil law, these agreements help streamline complex business transactions by clearly defining the new party's rights and obligations. They're particularly common in shareholder agreements, joint ventures, and investment rounds, where they save time and resources compared to redrafting the main agreement. The new party typically agrees to be bound by all terms of the original contract while maintaining legal certainty under Indonesian law.

Use a Joinder Agreement when bringing new investors or partners into an existing Indonesian business arrangement. This agreement becomes essential during funding rounds where multiple investors join at different times, or when adding shareholders to an established company without revising the main shareholders' agreement.

The timing often aligns with key business moments: when closing investment deals, onboarding strategic partners, or restructuring ownership. Indonesian companies particularly need these agreements during venture capital transactions, joint ventures, or when foreign investors enter local businesses. They provide a streamlined way to maintain legal compliance while expanding your business relationships efficiently.

• Basic Investment Joinder: Used when new investors join existing shareholder agreements in Indonesian companies, typically including acknowledgment of rights and obligations
• M&A Transaction Joinder: Specifically structured for mergers and acquisitions, focusing on asset transfers and liability assumptions under Indonesian corporate law
• Joint Venture Joinder: Tailored for foreign investors joining Indonesian joint ventures, incorporating compliance with foreign investment regulations
• Employment-Based Joinder: Designed for key employees joining shareholder agreements, often used in startups and tech companies
• Financing Joinder: Customized for lenders or creditors joining existing loan agreements, commonly used in syndicated lending arrangements

• Corporate Legal Teams: Draft and review Joinder Agreements to ensure compliance with Indonesian company law and protect business interests
• New Investors: Sign these agreements when joining existing investment rounds or shareholder arrangements in Indonesian companies
• Business Owners: Review and approve new parties joining their existing agreements, particularly in joint ventures or partnerships
• External Legal Counsel: Provide specialized advice on structuring Joinder Agreements for complex transactions
• Company Directors: Execute these agreements on behalf of their organizations when bringing in new stakeholders

• Original Agreement Review: Obtain and analyze the complete existing agreement that new parties will join
• Party Information: Gather detailed corporate information for all joining parties, including registration numbers and authority documents
• Rights Assessment: Clearly define which rights and obligations from the original agreement will apply to new parties
• Compliance Check: Verify alignment with Indonesian investment laws, especially for foreign parties
• Documentation: Collect necessary corporate approvals and supporting documents from all parties
• Digital Platform: Use our automated system to generate a legally-sound Joinder Agreement, ensuring all required elements are included

• Identification Section: Full legal names and details of all parties, including the original agreement being joined
• Acknowledgment Clause: Clear statement that new party has reviewed and accepts all terms of the original agreement
• Rights and Obligations: Specific outline of which provisions apply to the joining party
• Governing Law: Express reference to Indonesian law and jurisdiction
• Execution Details: Proper signature blocks with corporate seals when required by Indonesian law
• Effective Date: Clear statement of when the joinder takes effect
• Representations: Confirmation of authority to enter the agreement and compliance with local regulations

A Joinder Agreement differs significantly from an Amendment Agreement, though both modify existing contracts. While they may seem similar at first glance, their purposes and applications in Indonesian business law are quite distinct.

• Primary Purpose: Joinder Agreements add new parties to an existing agreement without changing its terms, while Amendment Agreements modify the actual terms of a contract
• Scope of Change: Joinder Agreements only affect who is bound by the agreement, leaving original terms intact. Amendment Agreements can alter any aspect of the original contract
• Timing and Use: Joinder Agreements are typically used during investment rounds or corporate expansions to add new stakeholders. Amendment Agreements are used when existing parties need to change their original terms
• Documentation Requirements: Joinder Agreements require simpler documentation focusing on party identification and acceptance. Amendment Agreements need detailed explanations of all changes to original terms