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Amended And Restated Shareholders Agreement

Amended And Restated Shareholders Agreement Template for Indonesia

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Key Requirements PROMPT example:

Amended And Restated Shareholders Agreement

"I need an Amended and Restated Shareholders Agreement for our Indonesian technology startup to accommodate a new Series B investment round closing in March 2025, with specific provisions for preferred shares and anti-dilution protection for existing investors."

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Document background
The Amended And Restated Shareholders Agreement is utilized when significant changes to an existing shareholders agreement are required, typically triggered by events such as new shareholder entry, capital restructuring, or material changes in business operations. This document, governed by Indonesian law, serves to consolidate all previous amendments and establish a single, comprehensive agreement that reflects the current state of shareholder relationships and corporate governance structure. It must comply with Indonesian Company Law (Law No. 40 of 2007) and related regulations, including specific requirements for foreign investment if applicable. The agreement typically includes detailed provisions on share transfers, voting rights, board composition, reserved matters, and exit mechanisms, while preserving certain rights and obligations from the original agreement that remain relevant.
Suggested Sections

1. Parties: Identification of all shareholders and the company as parties to the agreement

2. Background: Context of the original agreement, reasons for amendment and restatement, and current shareholding structure

3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including reference to defined terms from the original agreement that remain applicable

4. Amendment and Restatement: Express provision that this agreement amends and restates the original shareholders agreement in its entirety

5. Capital Structure and Shareholding: Details of the company's share capital, classes of shares, and current ownership structure

6. Shareholder Rights and Obligations: Core rights and obligations of shareholders, including voting rights and capital contribution requirements

7. Corporate Governance: Board composition, appointment rights, meeting procedures, and reserved matters

8. General Meetings: Procedures for shareholder meetings, voting requirements, and quorum

9. Share Transfers: Restrictions on transfer, right of first refusal, tag-along and drag-along rights

10. Funding and Dividends: Provisions regarding additional funding, dividend policy, and distribution of profits

11. Confidentiality: Obligations regarding confidential information and company secrets

12. Competition and Business Protection: Non-compete and non-solicitation provisions

13. Term and Termination: Duration of the agreement and circumstances for termination

14. General Provisions: Standard boilerplate clauses including governing law, dispute resolution, and notices

Optional Sections

1. Preferred Rights: Used when there are preferred shareholders with special rights and privileges

2. Anti-dilution Protection: Included when shareholders require protection against dilution from new share issues

3. IPO Rights: Required if there are plans or possibilities for future public listing

4. Strategic Investor Rights: Included when there are strategic investors with special information or participation rights

5. Foreign Investment Provisions: Required when there are foreign shareholders, addressing compliance with Indonesian foreign investment laws

6. Industry-Specific Compliance: Added for companies in regulated industries like financial services or mining

7. Management Provisions: Detailed management rights and obligations when shareholders are involved in day-to-day management

8. Deadlock Resolution: Required for 50/50 joint ventures or where specific deadlock resolution mechanisms are needed

Suggested Schedules

1. Current Shareholding Structure: Detailed breakdown of current shareholding including share numbers and percentages

2. Reserved Matters: List of matters requiring special approval from specific shareholders or voting thresholds

3. Form of Deed of Adherence: Template for new shareholders to agree to be bound by the agreement

4. Amended Corporate Governance Framework: Detailed procedures for board and shareholder meetings, reporting requirements

5. Key Performance Indicators: Specific performance metrics and targets if applicable

6. Original Agreement Provisions: List of provisions from original agreement that are specifically preserved or modified

7. Share Valuation Methodology: Agreed methods for valuing shares for various transfer scenarios

8. Regulatory Approvals: List of obtained regulatory approvals and ongoing compliance requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Original Agreement
Amendment Date
Effective Date
Company
PT
Articles of Association
Anggaran Dasar
Board of Directors
Direksi
Board of Commissioners
Dewan Komisaris
Business Day
Confidential Information
Deed of Adherence
Encumbrance
Event of Default
Exercise Notice
Exercise Period
Fair Market Value
Financial Year
General Meeting of Shareholders
RUPS
Group
Indonesian GAAP
Majority Shareholders
Material Adverse Effect
New Shares
Original Shareholders
Parties
Permitted Transferee
Pre-emptive Rights
Related Party
Reserved Matters
Share Capital
Shareholders
Shares
Share Transfer
Strategic Investor
Subsidiary
Tag-Along Right
Drag-Along Right
Transfer Notice
Valuation
Business Plan
Budget
Call Option
Put Option
Completion
Deadlock
Default Notice
Dispute
Exit Event
IPO
MOLHR
OJK
Regulatory Approvals
Territory
Working Capital
Clauses
Amendment and Restatement
Interpretation
Definitions
Share Capital and Shareholding
Share Classes
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Management Rights
Information Rights
Dividend Policy
Additional Funding
Anti-dilution
Deadlock Resolution
Non-competition
Non-solicitation
Confidentiality
Related Party Transactions
Exit Rights
IPO Rights
Put Option
Call Option
Events of Default
Termination
Force Majeure
Dispute Resolution
Governing Law
Notices
Assignment
Severability
Entire Agreement
Amendment
Waiver
Third Party Rights
Costs
Counterparts
Language
Further Assurance
Relevant Industries

Technology

Manufacturing

Financial Services

Real Estate

Mining and Resources

Agriculture

Retail and Consumer

Healthcare

Education

Infrastructure

Transportation and Logistics

Energy

Telecommunications

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Finance

Compliance

Corporate Development

Investor Relations

Board of Directors

Board of Commissioners

Executive Management

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Chief Financial Officer

Legal Director

Investment Director

Corporate Development Director

Shareholder Relations Manager

Board Director

Commissioner

Managing Director

Chief Investment Officer

Compliance Officer

Company Secretary

Industries
Law No. 40 of 2007 on Limited Liability Companies (Company Law): The primary legislation governing company formation, structure, management, and shareholders' rights in Indonesia. It provides the basic framework for corporate governance and shareholders' agreements.
Indonesian Civil Code (Kitab Undang-undang Hukum Perdata): Provides the basic principles of contract law and legal relationships between parties, which are essential for the validity and enforceability of the shareholders agreement.
Law No. 25 of 2007 on Investment: Regulates both domestic and foreign investment in Indonesian companies, including restrictions on foreign ownership and investment requirements.
Law No. 8 of 1995 on Capital Markets: If the company is publicly listed, this law governs securities trading, disclosure requirements, and shareholder rights in public companies.
OJK Regulation No. 32/POJK.04/2014: Regulates the planning and implementation of general meetings of shareholders in public companies, which is relevant for shareholder voting rights and meeting procedures.
Presidential Regulation No. 10 of 2021 on Investment Business Fields: Specifies business sectors that are open, restricted, or closed to foreign investment, which affects permissible ownership structures in the shareholders agreement.
Law No. 24 of 2009 on National Flag, Language, Emblem and Anthem: Requires that agreements involving Indonesian parties must be executed in the Indonesian language or bilingually with Indonesian as one of the languages.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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