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Memorandum Of Understanding Shareholders Agreement
"I need a Memorandum of Understanding Shareholders Agreement for a tech startup in Jakarta, where we're bringing in a foreign investor who will acquire 30% ownership, with completion targeted for March 2025; the document needs to be bilingual in English and Indonesian."
1. Parties: Identification of all shareholders and the company, including their complete legal names, registration numbers, and addresses
2. Background: Context of the arrangement, including company information, current shareholding structure, and purpose of the MoU
3. Definitions: Definitions of key terms used throughout the document
4. Purpose and Scope: Clear statement of the MoU's objectives and scope of the future shareholders agreement
5. Shareholding Structure: Current and proposed shareholding percentages, classes of shares, and capital structure
6. Board Composition: Structure and composition of the Board of Directors and Board of Commissioners
7. Shareholders' Rights and Obligations: Basic rights and obligations of shareholders, including voting rights and capital contribution requirements
8. General Meeting of Shareholders: Procedures for conducting shareholder meetings, voting mechanisms, and quorum requirements
9. Confidentiality: Obligations regarding confidential information shared during the negotiation and implementation
10. Good Faith Negotiations: Commitment to negotiate the final shareholders agreement in good faith
11. Governing Law: Specification of Indonesian law as the governing law
12. Duration and Termination: Period of validity for the MoU and conditions for termination
13. Execution: Signature blocks and execution requirements
1. Pre-emptive Rights: Details of shareholders' rights to maintain their percentage ownership in case of new share issuance
2. Tag-Along and Drag-Along Rights: Include when there might be future sales of significant shareholding or exit possibilities
3. Dividend Policy: Include when parties want to establish preliminary understanding on profit distribution
4. Non-Competition: Include when shareholders are involved in similar businesses or there are specific competition concerns
5. Deadlock Resolution: Include when there are equal shareholdings or specific concerns about decision-making deadlocks
6. Future Funding Commitments: Include when there are anticipated capital needs or expansion plans
7. Reserved Matters: Include when certain shareholders require veto rights on specific decisions
8. Share Transfer Restrictions: Include when parties want to restrict transfer of shares during the MoU period
9. Language: Include when document will be bilingual (Indonesian and English) as per Law No. 24 of 2009
1. Schedule 1 - Company Information: Detailed company information including registration details, licenses, and current corporate structure
2. Schedule 2 - Current Shareholding Structure: Detailed breakdown of current shareholding, including share classes and numbers
3. Schedule 3 - Proposed Shareholding Structure: Detailed breakdown of proposed shareholding structure post-transaction
4. Schedule 4 - List of Reserved Matters: Comprehensive list of decisions requiring special approval
5. Schedule 5 - Timeline: Proposed timeline for negotiation and execution of the final shareholders agreement
6. Schedule 6 - Key Terms for Final Agreement: Outline of key terms to be included in the final shareholders agreement
7. Appendix A - Power of Attorney: If applicable, power of attorney for signing the MoU
8. Appendix B - Corporate Approvals: Copies of relevant corporate approvals for entering into the MoU
Authors
Applicable Law
Articles of Association
Board of Commissioners
Board of Directors
Business Day
Company
Confidential Information
Deadlock
Effective Date
Encumbrance
Exercise Notice
Exercise Period
Fair Market Value
General Meeting of Shareholders
Governing Law
Indonesian Language Version
Initial Public Offering
Material Adverse Change
MoU
Ordinary Shares
Parties
Preference Shares
Pre-emptive Rights
Related Party
Reserved Matters
RUPS
Share Transfer
Shareholders
Shareholders Agreement
Signing Date
Subsidiary
Tag-Along Rights
Drag-Along Rights
Transfer Notice
Voting Rights
Definitions
Purpose and Scope
Share Capital
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Management Rights
Voting Rights
Reserved Matters
Shareholder Meetings
Dividend Policy
Information Rights
Non-Competition
Non-Solicitation
Confidentiality
Good Faith Negotiations
Future Funding
Deadlock Resolution
Dispute Resolution
Governing Law
Language
Notices
Term and Termination
Costs and Expenses
Assignment
Severability
Entire Agreement
Amendment
Force Majeure
Further Assurance
Counterparts
Manufacturing
Technology
Financial Services
Real Estate
Infrastructure
Mining
Agriculture
Retail
Healthcare
Education
Transportation
Energy
Telecommunications
Consumer Goods
Professional Services
Legal
Corporate Secretariat
Board of Directors
Executive Management
Corporate Governance
Compliance
Investment
Strategy
Finance
Business Development
Shareholder Relations
Chief Executive Officer
Managing Director
Chief Financial Officer
Corporate Secretary
Legal Director
General Counsel
Investment Director
Business Development Director
Company Director
Board Member
Commissioner
Shareholder Relations Manager
Corporate Governance Officer
Compliance Officer
Investment Manager
Strategy Director
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