Founder Shareholder Agreement Template for Indonesia

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Key Requirements PROMPT example:

Founder Shareholder Agreement

"I need a Founder Shareholder Agreement for a technology startup in Jakarta with three co-founders (two Indonesian citizens and one Singaporean), where one founder is contributing existing IP and we want to include vesting provisions over 4 years starting January 2025."

Document background
The Founder Shareholder Agreement serves as a critical legal framework for companies establishing operations in Indonesia, particularly during their formation stage. This document is essential when two or more founders come together to establish a business, requiring clear definition of their respective rights, obligations, and ownership structures. It must comply with Indonesian corporate law, particularly Law No. 40 of 2007 and related regulations, while addressing key aspects such as share ownership, voting rights, management participation, and exit mechanisms. The agreement typically accompanies the company's Articles of Association and is crucial for preventing future disputes by clearly documenting the founders' intentions and agreements at the outset of their business relationship. It's particularly important in the Indonesian context where corporate governance requirements and foreign ownership restrictions may need special consideration.
Suggested Sections

1. Parties: Identification of all founding shareholders and the company

2. Background: Context of the agreement, including company formation and business purpose

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Share Capital and Shareholding Structure: Details of initial share capital, share classes, and shareholding percentages

5. Subscription and Payment: Terms for share subscription and payment obligations

6. Shareholders' Rights and Obligations: Core rights and obligations of founding shareholders

7. Management and Control: Governance structure, board composition, and appointment rights

8. Reserved Matters: Decisions requiring special majority or unanimous consent

9. General Meeting of Shareholders: Procedures for shareholder meetings and voting rights

10. Transfer of Shares: Restrictions on share transfers and right of first refusal

11. Tag-Along and Drag-Along Rights: Co-sale rights and forced sale provisions

12. Deadlock Resolution: Procedures for resolving fundamental disagreements

13. Confidentiality: Protection of confidential information

14. Non-Competition and Non-Solicitation: Restrictions on competitive activities

15. Termination: Circumstances and procedures for agreement termination

16. Governing Law and Dispute Resolution: Applicable law and dispute resolution mechanisms

17. General Provisions: Miscellaneous legal provisions including notices and amendments

Optional Sections

1. Intellectual Property Rights: Used when founders are contributing IP to the company

2. Founder Vesting: Include when implementing vesting schedule for founder shares

3. Additional Funding Obligations: Required when founders agree to future capital commitments

4. Key Performance Indicators: Include when linking founder rights to performance metrics

5. Employee Share Option Pool: Used when establishing an initial ESOP reservation

6. Special Rights for Specific Founders: Include when certain founders have unique rights or roles

7. Business Plan and Budget: Used when incorporating specific business objectives into the agreement

8. Related Party Transactions: Include when founders have other business interests requiring regulation

Suggested Schedules

1. Schedule 1 - Share Capital and Shareholding Structure: Detailed breakdown of shareholding structure and share classes

2. Schedule 2 - Initial Directors and Commissioners: List of initial board members and their details

3. Schedule 3 - Reserved Matters: Comprehensive list of matters requiring special approval

4. Schedule 4 - Business Plan: Initial business plan and key milestones

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

6. Schedule 6 - Company's Articles of Association: Copy of the company's constitutional documents

7. Schedule 7 - Intellectual Property Register: List of IP rights contributed by founders

8. Schedule 8 - Agreed Form Documents: Templates for key corporate 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

Relevant legal definitions
Clauses
Relevant Industries

Technology

E-commerce

Financial Services

Healthcare

Education

Manufacturing

Professional Services

Media and Entertainment

Food and Beverage

Real Estate

Retail

Agriculture

Clean Energy

Transportation

Telecommunications

Relevant Teams

Legal

Corporate Secretariat

Executive Leadership

Board of Directors

Corporate Governance

Compliance

Finance

Business Development

Investment Relations

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Company Founder

Managing Director

Board Member

Corporate Secretary

General Counsel

Legal Director

Investment Manager

Business Development Director

Startup Founder

Company Director

Chief Legal Officer

Corporate Governance Officer

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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