Joint Venture And Shareholders Agreement Template for Indonesia

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Key Requirements PROMPT example:

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."

Document background
The Joint Venture And Shareholders Agreement is a crucial document used when two or more parties wish to establish and operate a business venture together in Indonesia. It serves as both the founding document of the joint venture and the ongoing governance framework for shareholder relationships. This document is particularly important in the Indonesian context due to specific regulatory requirements for foreign investment, mandatory local shareholding in certain sectors, and corporate governance requirements under Indonesian Company Law. The agreement must comply with various regulations including the Investment Law, Company Law, and sector-specific regulations. It typically includes detailed provisions on capital structure, management control, technology transfer, intellectual property rights, and exit mechanisms, while ensuring alignment with Indonesia's foreign investment policies and local content requirements.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

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

Relevant Teams

Legal

Corporate Development

Finance

Strategy

Executive Leadership

Investment

Operations

Compliance

Risk Management

Corporate Secretariat

Business Development

International Operations

Mergers & Acquisitions

Corporate Planning

Treasury

Relevant Roles

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

Industries
Law No. 40 of 2007 on Limited Liability Companies (Company Law): The fundamental law governing company establishment, operation, and management in Indonesia. It regulates corporate structure, shareholders' rights, board responsibilities, and corporate governance.
Law No. 25 of 2007 on Investment: Regulates both domestic and foreign investment in Indonesia, including investment restrictions, requirements, and facilities. Essential for structuring foreign participation in joint ventures.
Presidential Regulation No. 10 of 2021 on Investment Business Fields: Specifies business sectors open to foreign investment and their maximum foreign ownership percentages (Investment Priority List/Positive List).
Law No. 5 of 1999 on Anti-Monopoly and Unfair Business Competition: Ensures the joint venture doesn't create monopolistic practices or unfair business competition. Relevant for market share considerations and business practices.
Law No. 8 of 1995 on Capital Markets: Relevant if the joint venture company plans to go public or issue shares on the Indonesian Stock Exchange.
Indonesian Civil Code (KUHPerdata): Provides the basic principles of contract law and obligations that apply to all agreements in Indonesia.
Law No. 24 of 2009 on National Flag, Language, Emblem and Anthem: Requires agreements involving Indonesian parties to be drafted in the Indonesian language (at minimum as a counterpart).
BKPM Regulation No. 4 of 2021: Implements detailed provisions on investment guidelines and procedures, including requirements for foreign investment registration and approval.
OJK (Financial Services Authority) Regulations: Various regulations governing financial aspects, particularly relevant if the joint venture involves financial services or public company considerations.
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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