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Business Ownership Agreement

Business Ownership Agreement Template for Indonesia

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Key Requirements PROMPT example:

Business Ownership Agreement

"I need a Business Ownership Agreement for a joint venture between my Indonesian tech company and a Singapore-based investor, where the foreign partner will own 30% of the business starting March 2025, with specific provisions for technology transfer and intellectual property rights."

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Document background
The Business Ownership Agreement serves as a fundamental legal document for establishing and managing business ownership structures in Indonesia. It is essential when forming new business partnerships, restructuring existing companies, or documenting ownership transfers. This agreement must comply with Indonesian law, particularly Law No. 40 of 2007 on Limited Liability Companies and related investment regulations. It includes detailed provisions on ownership rights, capital contributions, management control, profit sharing, and dispute resolution mechanisms. The document is particularly crucial given Indonesia's complex regulatory environment, especially regarding foreign ownership restrictions and sector-specific requirements. It provides legal protection for all parties involved and serves as a reference document for future ownership-related matters.
Suggested Sections

1. Parties: Identification of all parties entering into the agreement, including full legal names, addresses, and registration numbers for entities

2. Background: Context of the agreement, including the business purpose and intention of the parties to establish/transfer ownership

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Business Structure and Ownership: Details of the business structure, ownership percentages, and share classes if applicable

5. Capital Contributions: Specification of initial and future capital contributions from each owner

6. Management and Control: Management structure, voting rights, and decision-making processes

7. Profit and Loss Distribution: Method of distributing profits and losses among owners

8. Transfer of Ownership: Rules and procedures for transferring ownership interests, including right of first refusal

9. Meetings and Resolutions: Procedures for owner meetings and passing resolutions

10. Financial Records and Reporting: Requirements for maintaining financial records and reporting to owners

11. Confidentiality: Provisions protecting confidential business information

12. Dispute Resolution: Procedures for resolving disputes between owners

13. Termination: Conditions and procedures for terminating the agreement

14. Governing Law: Specification of Indonesian law as governing law and jurisdiction

15. General Provisions: Standard legal provisions including notices, amendments, and severability

Optional Sections

1. Non-Compete Provisions: Restrictions on owners engaging in competing businesses - used when protecting business interests is crucial

2. Intellectual Property Rights: Allocation of IP rights - included when the business involves significant IP assets

3. Foreign Ownership Compliance: Specific provisions ensuring compliance with Indonesian foreign ownership restrictions - used when foreign investors are involved

4. Tag-Along and Drag-Along Rights: Rights relating to sale of ownership - included for businesses planning future sales or IPOs

5. Death or Incapacity: Procedures in case of owner death or incapacity - important for family businesses or small partnerships

6. Business Expansion: Provisions for future business growth and additional capital requirements - used for startups or growth-focused businesses

7. Environmental Compliance: Environmental responsibility provisions - included for businesses in sectors with environmental impact

8. Related Party Transactions: Rules for handling transactions with related parties - important for family businesses or complex corporate structures

Suggested Schedules

1. Schedule A - Capital Contributions: Detailed breakdown of each owner's capital contributions, including valuations of non-cash contributions

2. Schedule B - Ownership Structure: Detailed ownership percentages, share classes, and voting rights

3. Schedule C - Business Assets: Comprehensive list of business assets owned at the time of agreement

4. Schedule D - Management Structure: Detailed organizational chart and management responsibilities

5. Schedule E - Reserved Matters: List of decisions requiring special majority or unanimous consent

6. Schedule F - Initial Business Plan: Initial business plan and financial projections

7. Appendix 1 - Company Registration Documents: Copies of relevant company registration and licensing documents

8. Appendix 2 - Shareholder Information: Detailed information about each shareholder, including KYC documents

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
Articles of Association
Authorized Capital
Board of Commissioners
Board of Directors
Business
Business Day
Business Plan
Capital Contribution
Company
Confidential Information
Deed of Establishment
Effective Date
Encumbrance
Event of Default
Exit Event
Financial Year
Foreign Investment
General Meeting of Shareholders
Governing Law
Indonesian Law
Initial Business Plan
Intellectual Property Rights
Investment Amount
Issued Capital
Material Adverse Change
Member
NIB Number
Ordinary Resolution
Ownership Interest
Paid-up Capital
Parties
Permitted Transfer
Related Party
Reserved Matters
Right of First Refusal
Share Capital
Shareholder
Shareholder Loan
Special Resolution
Subsidiary
Tag-Along Rights
Transfer
Drag-Along Rights
Voting Rights
Clauses
Ownership Structure
Capital Contribution
Share Transfer
Voting Rights
Management Rights
Board Composition
Shareholder Meetings
Reserved Matters
Profit Distribution
Loss Allocation
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Right of First Refusal
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Financial Reporting
Access to Information
Decision Making
Deadlock Resolution
Dispute Resolution
Termination
Exit Provisions
Death and Incapacity
Force Majeure
Regulatory Compliance
Foreign Investment Compliance
Business Operations
Asset Management
Dividend Policy
Related Party Transactions
Amendment Procedures
Notices
Governing Law
Severability
Entire Agreement
Assignment
Indemnification
Default Provisions
Business Valuation
Share Valuation
Representations and Warranties
Relevant Industries

Manufacturing

Technology

Retail

Food and Beverage

Agriculture

Mining

Construction

Financial Services

Healthcare

Education

Hospitality

E-commerce

Transportation

Real Estate

Professional Services

Energy

Telecommunications

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Risk Management

Business Development

Corporate Affairs

Investment

Mergers & Acquisitions

Strategy

Board of Directors

Company Secretariat

Relevant Roles

CEO

Managing Director

Business Owner

Company Director

Chief Legal Officer

Corporate Secretary

Legal Counsel

Chief Financial Officer

Investment Manager

Business Development Director

Compliance Officer

Board Member

Shareholder Representative

Partnership Manager

Corporate Governance Officer

Risk Management Officer

Industries
Law No. 40 of 2007 on Limited Liability Companies: The fundamental law governing company establishment, structure, management, shares, and ownership in Indonesia. It outlines the rights and obligations of shareholders and company organs.
Law No. 25 of 2007 on Investment: Regulates both domestic and foreign investment in Indonesia, including ownership restrictions and investment requirements.
Presidential Regulation No. 10 of 2021 on Investment Business Fields: The latest iteration of Indonesia's Investment List (previously known as the Negative Investment List) that specifies business sectors open to foreign investment and their ownership limitations.
Law No. 3 of 1982 on Mandatory Company Registration: Outlines the requirements for business registration and maintaining company records with relevant authorities.
Government Regulation No. 24 of 2018: Regulates the Online Single Submission (OSS) system for business licensing and registration in Indonesia.
Law No. 13 of 2003 on Manpower: Relevant for provisions regarding company management and employment relationships in business ownership contexts.
Law No. 37 of 2004 on Bankruptcy and Suspension of Debt Payment: Important for including provisions regarding business dissolution and bankruptcy procedures in ownership agreements.
Civil Code (Kitab Undang-Undang Hukum Perdata): Provides the basic framework for contracts and agreements under Indonesian law.
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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