Surabaya · East Java · Indonesia

Startup Lawyer Surabaya — Incorporation, Fundraising & Growth-Stage Legal

Startups need legal foundations that can withstand co-founder changes, customer growth and investor diligence without burdening early operations. Integra Law Office advises Surabaya founders on company setup, equity arrangements, fundraising documents, intellectual property and product-related compliance.

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Legal services for East Java businesses.

Before a startup takes outside money, founders should agree who owns what, how decisions are made and what happens if someone leaves. A founders' agreement can address roles, vesting mechanics, transfer restrictions, deadlock and confidentiality, but it must align with the company's constitutional documents and share records. Informal equity promises made in chat or pitch materials can create conflicting expectations when an investor asks for a clean capitalization table.

Investors usually examine more than the term sheet. They may request the deed and amendments, shareholder approvals, financial and tax records, customer and employment contracts, IP assignments, litigation disclosures and licences. A startup that has used freelancers, open-source components or founder-created code should trace ownership and obligations early. The goal is not to promise fundraising; it is to understand the proposed rights and disclose material issues before signing definitive documents.

When you need this service.

Co-founders disagree about equity, control, commitment or what happens when one leaves.
A founder receives a term sheet and needs to understand dilution, preferences, vetoes and closing conditions.
The company relies on code, designs, a name or content created by founders, employees or contractors.
A potential investor requests corporate approvals, a clean cap table and contract or IP diligence.
A product is entering a regulated sector or collecting user data as the business expands.

Legal framework for businesses in Indonesia.

UU 40/2007 on Limited Liability Companies, as amended, is a core reference for PT governance, shares and corporate approvals. A founders' side agreement does not automatically replace required corporate acts or updates to company records. Check the deed, shareholder register, resolutions, subscription documents and any transfer restrictions together before representing ownership to an investor.

Investment terms should distinguish a non-binding summary from obligations intended to bind immediately, such as confidentiality, exclusivity or costs. Foreign investment, sector restrictions and business licensing may raise additional questions under current rules. Technology startups should separately assess data and electronic-system duties where relevant. The correct analysis depends on company status, sector, investor and product; counsel should verify current law and transaction documents.

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How we serve East Java businesses.

We first map the company's stage, ownership, product, funding plan and open decisions. We then review the documents as a set: corporate records against the cap table, IP assignments against the product repository, and investor terms against governance and future financing needs. Founders receive a list of issues to resolve, questions for the investor and drafting changes, with business trade-offs separated from legal mechanics.

We can prepare or review incorporation and governance documents, founders' arrangements, term sheets and definitive investment agreements, and help organize diligence responses. If an investor is overseas, we identify cross-border and foreign-investment questions for specific verification. No document can ensure an investment or remove all future disagreement.

Our Services

Founder and company arrangements

Review ownership records, governance provisions, founder obligations, transfers and departure scenarios.

Term sheet and funding review

Explain proposed economics, control rights, conditions and binding clauses before definitive documents are negotiated.

IP and diligence preparation

Trace assignments, contractor terms, licences and records likely to matter in investor or acquisition diligence.

Startup compliance mapping

Identify company, licensing, data and product questions that need verification for the startup's sector and operations.

Frequently Asked Questions

Should founders sign an agreement before incorporating?

Founders should document expectations early, but the agreement needs to fit the proposed company and its formal records. Address roles, equity, decision-making, transfers, departures and IP, then confirm which terms require corporate approvals or inclusion in company documents.

What should I focus on when reviewing a term sheet?

Review valuation and dilution together with liquidation preference, control or veto rights, option pool, founder vesting, exclusivity, conditions, confidentiality and any binding clauses. Model future scenarios and ask which provisions carry into definitive documents. Do not treat every term sheet as entirely non-binding.

Can the company use code written by a freelancer?

Check the signed scope, payment, IP assignment, background tools, subcontracting and third-party or open-source licences. Payment alone may not document all rights needed for the product. Resolve gaps before investor diligence or a product transfer.

What documents do investors commonly request?

Requests vary, but often include company deeds and approvals, cap table, material contracts, financial records, IP evidence, licences, employment documents and dispute disclosures. Organize accurate records and flag gaps rather than making unsupported assurances.

How much does startup legal support cost?

Cost depends on the defined task, document volume, transaction complexity, parties and whether negotiation or closing support is needed. Ask for a scope and exclusions after sharing the relevant materials; no fixed price can be inferred from the startup label alone.

Request a consultation.

Describe your legal needs. A senior partner will respond within one business day.

info@integralaw.id

Jl. Juwono No.7-8, Darmo, Kec. Wonokromo, Surabaya