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Non Compete Shareholders Agreement

Non Compete Shareholders Agreement Template for Indonesia

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Key Requirements PROMPT example:

Non Compete Shareholders Agreement

"I need a Non-Compete Shareholders Agreement for an Indonesian technology startup with five founding shareholders, including specific restrictions on involvement in other software development companies within Southeast Asia for 3 years after share transfer."

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Document background
The Non-Compete Shareholders Agreement is a crucial document for Indonesian companies seeking to protect their business interests while maintaining effective shareholder relationships. It is particularly relevant when shareholders have access to sensitive company information or could potentially compete with the company. The agreement must comply with Indonesian legal framework, including Law No. 40 of 2007 on Limited Liability Companies and Law No. 5 of 1999 on Competition. It typically combines traditional shareholder provisions (such as share transfer restrictions and voting rights) with specific non-compete clauses that restrict shareholders from engaging in competitive activities. This document is essential for startups, family businesses, joint ventures, and companies with active shareholders who may have interests in similar industries.
Suggested Sections

1. Parties: Identification of all shareholders and the company

2. Background: Recitals explaining the purpose and context of the agreement

3. Definitions and Interpretation: Defined terms and interpretation rules

4. Non-Compete Obligations: Core restrictions on competitive activities

5. Scope and Duration: Geographic, temporal, and activity scope of non-compete obligations

6. Shareholder Rights and Obligations: Basic rights and duties of shareholders

7. Share Transfer Restrictions: Limitations on transfer of shares and right of first refusal

8. Confidentiality: Protection of company and shareholder confidential information

9. Enforcement and Remedies: Mechanisms for enforcing the agreement and available remedies

10. Term and Termination: Duration of the agreement and termination provisions

11. Governing Law and Dispute Resolution: Choice of law and dispute resolution procedures

12. General Provisions: Standard boilerplate clauses including notices, amendments, etc.

Optional Sections

1. Tag-Along and Drag-Along Rights: Include when shareholders want specific exit rights

2. Industry-Specific Restrictions: Add for regulated industries or specific sector requirements

3. Share Classes and Rights: Include when there are multiple classes of shares

4. Management Participation: Add when shareholders have specific management roles

5. Anti-dilution Provisions: Include for protection against share dilution

6. Deadlock Resolution: Add when equal shareholding could lead to decision-making deadlocks

7. Non-Solicitation Provisions: Include when protection against employee/customer poaching is needed

Suggested Schedules

1. Schedule 1 - Shareholder Details: List of shareholders with their shareholding percentages

2. Schedule 2 - Restricted Activities: Detailed list of prohibited competitive activities

3. Schedule 3 - Restricted Territory: Geographic areas where non-compete applies

4. Schedule 4 - Company Business Description: Detailed description of company's business activities

5. Schedule 5 - Deed of Adherence: Template for new shareholders to join the agreement

6. Schedule 6 - Competitors List: List of specific competitors covered by non-compete provisions

7. Appendix A - Share Transfer Procedures: Detailed procedures for implementing share transfers

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
Affiliate
Board of Commissioners
Board of Directors
Business
Business Day
Company
Competing Business
Confidential Information
Control
Deed of Adherence
Encumbrance
Event of Default
Fair Market Value
Financial Year
General Meeting of Shareholders
Group
Indonesian Law
Intellectual Property Rights
Material Breach
Non-Compete Period
Non-Compete Territory
Notary
OJEK
Parties
Permitted Transfer
Related Party
Restricted Activities
Restricted Business
RUPS
Share Capital
Shareholders
Shareholders Register
Shares
Subsidiary
Territory
Trade Secrets
Transfer
Transferee
Transferor
Voting Rights
Clauses
Recitals
Definitions
Interpretation
Non-Compete Obligations
Duration
Territorial Scope
Confidentiality
Share Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Voting Rights
Board Representation
Reserved Matters
Information Rights
Dividend Rights
Pre-emptive Rights
Anti-dilution
Share Valuation
Exit Provisions
Deadlock Resolution
Default Events
Remedies
Indemnification
Force Majeure
Termination
Notices
Assignment
Severability
Entire Agreement
Amendment
Waiver
Governing Law
Dispute Resolution
Language
Costs
Relevant Industries

Technology

Manufacturing

Professional Services

Healthcare

Retail

Financial Services

E-commerce

Telecommunications

Consumer Goods

Energy

Mining

Construction

Education

Food and Beverage

Pharmaceutical

Relevant Teams

Legal

Corporate Secretariat

Compliance

Executive Management

Board of Directors

Corporate Governance

Shareholder Relations

Risk Management

Investment

Business Development

Relevant Roles

Chief Executive Officer

Managing Director

Chief Legal Officer

General Counsel

Corporate Secretary

Chief Financial Officer

Business Development Director

Shareholder Relations Manager

Investment Director

Compliance Officer

Board Member

Company Director

Legal Counsel

Corporate Governance Officer

Risk Management Officer

Industries
Law No. 40 of 2007 on Limited Liability Companies (Company Law): The primary legislation governing corporate entities in Indonesia, including shareholder rights, obligations, and corporate governance structures
Law No. 5 of 1999 on the Prohibition of Monopolistic Practices and Unfair Business Competition: Regulates anti-competitive practices and provides framework for assessing validity of non-compete provisions
Indonesian Civil Code (KUHPerdata): Provides the basic principles of contract law, including requirements for valid agreements and general contractual obligations
Law No. 25 of 2007 on Investment: Regulates foreign and domestic investment, affecting shareholder rights and restrictions in Indonesian companies
BKPM Regulation No. 4 of 2021: Details investment requirements and business licensing procedures that may affect shareholder arrangements
Law No. 13 of 2003 on Employment: Relevant for non-compete provisions that may affect employment relationships or shareholder-employees
OJK (Financial Services Authority) Regulations: Various regulations affecting corporate governance and shareholder rights in certain sectors
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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