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Joint Venture And Shareholders Agreement
"Need a Joint Venture and Shareholders Agreement for an Indonesian manufacturing JV between our Australian company (60% ownership) and a local Indonesian partner (40% ownership), with operations expected to commence in March 2025 and including technology transfer provisions."
1. Parties: Identification of all parties entering into the agreement, including full legal names, registration numbers, and addresses
2. Background/Recitals: Context of the joint venture, including business objectives and parties' intentions
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Formation of Joint Venture Company: Details of company formation, including name, business objectives, and registration requirements
5. Capital Structure: Share capital, classes of shares, and initial shareholding percentages
6. Subscription and Payment: Terms for share subscription, payment schedule, and capital contribution requirements
7. Corporate Governance: Board structure, appointment rights, and decision-making processes
8. Shareholders Meetings: Procedures for shareholders meetings, voting rights, and quorum requirements
9. Reserved Matters: Decisions requiring special approval from specific shareholders or unanimous consent
10. Business Plan and Funding: Initial business plan, funding requirements, and additional capital contribution mechanisms
11. Transfer of Shares: Restrictions on share transfers, right of first refusal, and tag-along/drag-along rights
12. Deadlock Resolution: Procedures for resolving deadlock situations between shareholders
13. Non-Competition and Confidentiality: Non-compete obligations and confidentiality requirements
14. Term and Termination: Duration of agreement and circumstances for termination
15. Exit Mechanisms: Procedures for shareholder exit, including put and call options
16. Governing Law and Dispute Resolution: Choice of law and dispute resolution procedures
17. General Provisions: Standard clauses including notices, amendments, and severability
1. Intellectual Property Rights: Used when the joint venture involves significant IP contributions or development
2. Technical Services/Management Services: Include when specific technical or management services will be provided by shareholders
3. Employee Matters: Required when specific employment arrangements or transfers are part of the joint venture
4. Marketing and Branding: Include when the joint venture involves use of shareholders' brands or specific marketing arrangements
5. Distribution Rights: Used when the joint venture includes distribution arrangements for products or services
6. Foreign Exchange Provisions: Include for international joint ventures with significant foreign currency considerations
7. Environmental Compliance: Required for joint ventures in industries with significant environmental impact
8. Related Party Transactions: Include when ongoing business relationships with shareholders are contemplated
1. Initial Business Plan: Detailed business plan including financial projections and operational strategies
2. Capital Structure Details: Detailed breakdown of shareholding structure and share classes
3. Board Charter: Detailed procedures for board operations and governance
4. Reserved Matters List: Comprehensive list of matters requiring special approval
5. Initial Officers and Directors: List of initial appointments to management positions
6. Form of Shareholders Resolution: Template for shareholders' resolutions
7. Key Performance Indicators: Agreed performance metrics for the joint venture
8. Deed of Adherence: Template for new shareholders joining the agreement
9. Technical Specifications: Technical details of any products or services
10. Property/Asset Details: List of initial assets contributed to the joint venture
11. License Agreements: Forms of any required license agreements
12. Service Level Agreements: Details of service arrangements between parties
Authors
Agreement
Articles of Association
Board of Commissioners
Board of Directors
Business Day
Business Plan
Call Option
Capital Contribution
Company
Completion Date
Confidential Information
Deed of Adherence
Defaulting Shareholder
Drag-Along Right
Effective Date
Encumbrance
Event of Default
Exercise Notice
Fair Market Value
Financial Year
General Meeting of Shareholders (RUPS)
Governmental Authority
Independent Valuer
Initial Business Plan
Initial Public Offering (IPO)
Intellectual Property Rights
Joint Venture
Key Performance Indicators
Material Adverse Change
Non-competing Business
MOLHR
OJK
Ordinary Shares
Parties
Permitted Transferee
Put Option
Related Party Transaction
Reserved Matters
Right of First Refusal
Rupiah
Share Capital
Shareholders
Shareholders Agreement
Shareholding Percentage
Shares
Subscription Price
Tag-Along Right
Transfer
Territory
Deadlock
Working Capital
BKPM
Foreign Investment
Indonesian GAAP
Management Team
Transaction Documents
Interpretation
Incorporation
Share Capital and Subscription
Capital Contribution
Business Scope
Corporate Governance
Board Composition
Shareholder Meetings
Reserved Matters
Management Rights
Financial Matters
Business Planning
Funding Obligations
Distribution Policy
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Put and Call Options
Anti-dilution
Non-Competition
Confidentiality
Intellectual Property
Related Party Transactions
Information Rights
Deadlock Resolution
Default
Termination
Exit Rights
Foreign Exchange
Regulatory Compliance
Force Majeure
Representations and Warranties
Indemnification
Dispute Resolution
Governing Law
Notices
Assignment
Amendment
Severability
Entire Agreement
Language
Costs and Expenses
Manufacturing
Technology
Real Estate
Mining and Natural Resources
Financial Services
Healthcare
Retail and Consumer Goods
Agriculture and Plantation
Infrastructure and Construction
Energy
Telecommunications
Transportation and Logistics
Education
Tourism and Hospitality
E-commerce
Legal
Corporate Development
Finance
Strategy
Executive Leadership
Investment
Operations
Compliance
Risk Management
Corporate Secretariat
Business Development
International Operations
Mergers & Acquisitions
Corporate Planning
Treasury
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Chief Operating Officer
Corporate Secretary
Legal Director
Investment Director
Business Development Director
Managing Director
Finance Director
Commercial Director
Strategy Director
Board Member
General Counsel
Legal Manager
Investment Manager
Corporate Development Manager
Compliance Officer
Project Director
Joint Venture Manager
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