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LLC Shareholder Agreement

LLC Shareholder Agreement Template for Indonesia

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Key Requirements PROMPT example:

LLC Shareholder Agreement

"I need an LLC Shareholder Agreement for my Indonesian technology startup that's receiving Series A funding in March 2025, with specific provisions for investor rights, anti-dilution protection, and a clear exit strategy for a potential IPO within 5 years."

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Document background
The LLC Shareholder Agreement is a crucial document used when establishing or updating the relationship between shareholders in an Indonesian limited liability company (PT). It becomes particularly important when a company has multiple shareholders, whether they are founders, investors, or corporate entities. The agreement ensures compliance with Indonesian corporate law, particularly Law No. 40 of 2007, while providing detailed mechanisms for corporate governance, share transfers, and shareholder protection. This document is typically implemented during company formation, when new investors join, or when existing shareholders wish to formalize their relationships and responsibilities. The agreement addresses key aspects such as voting rights, share transfer restrictions, dividend policies, and dispute resolution, all within the context of Indonesian legal requirements and business practices.
Suggested Sections

1. Parties: Identification of all shareholders and the company as parties to the agreement

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

3. Definitions: Defined terms used throughout the agreement

4. Share Capital and Shareholding: Details of company's share capital, shareholding percentages, and share classes

5. Shareholder Rights and Obligations: Core rights and responsibilities of shareholders, including voting rights

6. Share Transfer Restrictions: Limitations and procedures for transferring shares, including right of first refusal

7. Corporate Governance: Management structure, board composition, and decision-making processes

8. General Meetings: Procedures for shareholder meetings, voting requirements, and quorum

9. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval

10. Dividend Policy: Framework for dividend declarations and distributions

11. Confidentiality: Obligations regarding company and shareholder confidential information

12. Deadlock Resolution: Procedures for resolving fundamental disagreements between shareholders

13. Term and Termination: Duration of agreement and circumstances for termination

14. Governing Law and Dispute Resolution: Applicable law and method of resolving disputes

Optional Sections

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

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

3. Anti-dilution Protection: Add when protecting against share value dilution is important for certain shareholders

4. Put and Call Options: Include when shareholders want rights to force purchase/sale of shares

5. Non-Compete and Non-Solicitation: Add when shareholders are involved in business operations

6. Intellectual Property Rights: Include when company has significant IP assets

7. Additional Funding Obligations: Use when future capital contributions may be required

8. Exit Strategy: Include when planning for eventual sale or IPO

Suggested Schedules

1. Schedule 1: Details of Shareholders: Complete information about each shareholder including contact details

2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes, numbers, and ownership percentages

3. Schedule 3: Reserved Matters List: Comprehensive list of decisions requiring special approval

4. Schedule 4: Board Composition: Details of directors, their appointment rights and voting powers

5. Schedule 5: Business Plan: Initial business plan and procedures for updates

6. Schedule 6: Deed of Adherence: Template for new shareholders joining the agreement

7. Schedule 7: Tag and Drag Along Procedures: Detailed procedures for implementing tag and drag along rights

8. Schedule 8: Valuation Methodology: Agreed methods for share valuation in various scenarios

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Articles of Association
Board of Commissioners
Board of Directors
Business Day
Business Plan
Call Option
Company
Completion
Confidential Information
Deed of Adherence
Defaulting Shareholder
Dividends
Drag-Along Notice
Drag-Along Right
Effective Date
Encumbrance
Fair Market Value
Financial Year
General Meeting of Shareholders (RUPS)
Group Company
Independent Director
Initial Business Plan
Intellectual Property Rights
Law
Material Adverse Effect
Minister
MOLHR
Notice
Ordinary Resolution
Original Shareholders
Parties
Perseroan Terbatas (PT)
Put Option
Qualified IPO
Related Party
Reserved Matters
RUPS
Shares
Share Capital
Shareholder
Special Resolution
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer
Transferor
Transferee
Valuation
Working Day
Clauses
Interpretation
Share Capital and Shareholding
Share Certificates
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Share Valuation
Additional Capital and Funding
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Management Rights
Information Rights
Dividend Policy
Non-Competition
Non-Solicitation
Confidentiality
Corporate Governance
Financial Matters
Business Planning
Anti-Dilution Protection
Exit Rights
Default
Deadlock Resolution
Put and Call Options
Representations and Warranties
Indemnification
Term and Termination
Dispute Resolution
Governing Law
Force Majeure
Notices
Assignment
Severability
Entire Agreement
Amendment
Waiver
Costs and Expenses
Relevant Industries

Technology

Manufacturing

Financial Services

Real Estate

Retail

Healthcare

Energy

Mining

Agriculture

Transportation

Education

Construction

Hospitality

E-commerce

Professional Services

Relevant Teams

Legal

Corporate Secretariat

Finance

Compliance

Corporate Governance

Executive Leadership

Investment Relations

Corporate Affairs

Risk Management

Board of Directors

Board of Commissioners

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Secretary

Legal Counsel

Investment Director

Managing Director

Board Director

Commissioner

Corporate Governance Officer

Compliance Officer

Investment Manager

Business Development Director

Company Founder

Shareholder Relations Manager

Corporate Affairs Manager

Industries
Law No. 40 of 2007 on Limited Liability Companies: The primary law governing the establishment, management, and operation of limited liability companies (PT) in Indonesia, including shareholder rights and obligations
Law No. 25 of 2007 on Investment: Regulates both domestic and foreign investment in Indonesian companies, including ownership restrictions and investment requirements
Government Regulation No. 29 of 2016: Regulates changes in capital structure and shareholding in Indonesian companies, including minimum capital requirements
Law No. 8 of 1995 on Capital Markets: Relevant for provisions regarding share transfers and potential future public offerings
Minister of Law and Human Rights Regulation No. 4 of 2014: Provides procedures for submitting applications and notifications for company data changes, including shareholding changes
Indonesian Civil Code (KUHPerdata): Provides basic principles of contract law that apply to shareholder agreements
Law No. 36 of 2008 on Income Tax: Governs taxation aspects of dividend distributions and share transfers
OJK Regulation No. 32/POJK.04/2014: Regulates planning and implementation of general meetings of shareholders in public companies
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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