Director Shareholder Agreement Template for Indonesia

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Key Requirements PROMPT example:

Director Shareholder Agreement

"I need a Director Shareholder Agreement for a tech startup in Jakarta with three founding directors and two incoming venture capital investors, including tag-along rights and a detailed governance structure for protecting minority shareholders."

Document background
The Director Shareholder Agreement is a crucial document for Indonesian companies seeking to establish clear governance frameworks and protect the interests of both directors and shareholders. This agreement is particularly important when setting up new companies, bringing in new investors, or restructuring existing corporate arrangements in Indonesia. It addresses key aspects of corporate governance required under Indonesian law, including Law No. 40 of 2007, while providing mechanisms for efficient business operations and dispute resolution. The document typically becomes necessary when companies have multiple shareholders or directors, need to implement specific voting rights, or want to establish clear protocols for corporate decision-making. It serves as a foundational document that helps prevent future conflicts and ensures smooth corporate operations while maintaining compliance with Indonesian regulatory requirements.
Suggested Sections

1. Parties: Identification of all parties to the agreement including company, shareholders, and directors

2. Background: Context of the agreement, company information, and purpose of the arrangement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Appointment and Duties of Directors: Terms of director appointments, roles, responsibilities, and fiduciary duties

5. Shareholders' Rights and Obligations: Key rights and obligations of shareholders including voting rights and capital contribution requirements

6. Share Capital and Transfer Restrictions: Details of share capital structure and restrictions on share transfers

7. Corporate Governance: Board composition, meeting procedures, voting requirements, and reserved matters

8. Dividend Policy: Framework for dividend declarations and distributions

9. Reporting and Information Rights: Requirements for financial reporting and shareholder access to information

10. Non-Competition and Confidentiality: Restrictions on competitive activities and handling of confidential information

11. Termination: Circumstances and procedures for terminating the agreement

12. Dispute Resolution: Procedures for resolving disputes between parties

13. General Provisions: Standard clauses including notices, amendments, governing law, and language requirements

Optional Sections

1. Tag-Along Rights: Used when minority shareholders need protection to join in sale of shares by majority shareholders

2. Drag-Along Rights: Include when majority shareholders may need to force minority shareholders to join in a sale

3. Anti-Dilution Protection: Required when shareholders need protection against dilution from new share issues

4. Executive Share Option Scheme: Include when the company plans to implement share options for executives

5. Foreign Investment Provisions: Required when foreign shareholders or directors are involved

6. Dead-Lock Resolution: Include for companies with equal shareholding to resolve decision-making deadlocks

7. Put and Call Options: Used when shareholders want rights to force purchase/sale of shares in specific circumstances

8. Management Rights: Include when specific shareholders need special management participation rights

Suggested Schedules

1. Schedule 1 - Share Capital Structure: Details of shareholding percentages and share classes

2. Schedule 2 - Reserved Matters: List of decisions requiring special approval

3. Schedule 3 - Board Composition: Current board structure and appointment rights

4. Schedule 4 - Key Performance Indicators: Performance metrics for director evaluation

5. Schedule 5 - Deed of Adherence: Template for new parties joining the agreement

6. Schedule 6 - Company Business Plan: Initial business plan and strategy

7. Appendix A - Corporate Structure Chart: Diagram showing corporate structure and relationships

8. Appendix B - Form of Shareholders' Resolution: Template for shareholder resolutions

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Manufacturing

Financial Services

Real Estate

Mining

Agriculture

Retail

Healthcare

Education

Infrastructure

Energy

Telecommunications

Professional Services

Consumer Goods

Transportation and Logistics

Relevant Teams

Legal

Corporate Secretariat

Board of Directors

Executive Management

Compliance

Corporate Governance

Investor Relations

Finance

Risk Management

Corporate Affairs

Relevant Roles

Chief Executive Officer

Managing Director

Board Member

Company Director

Corporate Secretary

Chief Financial Officer

Legal Director

Compliance Officer

Corporate Governance Officer

Shareholder Representative

Investment Director

Executive Director

Non-Executive Director

Board Chairman

Independent Director

Industries
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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