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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."
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
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
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
Articles of Association
Board of Commissioners
Board of Directors
Business Day
Business Plan
Company
Completion Date
Confidential Information
Deed of Adherence
Defaulting Shareholder
Encumbrance
Event of Default
Fair Market Value
Financial Year
Founder(s)
General Meeting of Shareholders
Governing Law
Independent Director
Initial Business Plan
Initial Public Offering
Intellectual Property Rights
Key Performance Indicators
Material Adverse Change
Non-Competing Business
Ordinary Resolution
Original Shareholders
Parties
Permitted Transferee
Pre-emptive Rights
Related Party
Reserved Matters
RUPS
Share Capital
Share Transfer
Shareholder Loan
Shareholders
Special Resolution
Subsidiary
Tag-Along Right
Drag-Along Right
Territory
Transfer Notice
Valuation
Voting Rights
Share Capital and Structure
Share Subscription
Payment Obligations
Shareholder Rights
Voting Rights
Board Composition
Management Rights
Reserved Matters
Pre-emptive Rights
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Information Rights
Dividend Policy
Additional Funding
Deadlock Resolution
Default
Termination
Exit Rights
Dispute Resolution
Governing Law
Notices
Assignment
Severability
Force Majeure
Entire Agreement
Amendment
Waiver
Costs and Expenses
Further Assurance
Technology
E-commerce
Financial Services
Healthcare
Education
Manufacturing
Professional Services
Media and Entertainment
Food and Beverage
Real Estate
Retail
Agriculture
Clean Energy
Transportation
Telecommunications
Legal
Corporate Secretariat
Executive Leadership
Board of Directors
Corporate Governance
Compliance
Finance
Business Development
Investment Relations
Risk Management
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
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