Public Company Shareholders Agreement Template for Indonesia

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Key Requirements PROMPT example:

Public Company Shareholders Agreement

"I need a Public Company Shareholders Agreement for an Indonesian technology company planning to IPO in March 2025, with specific provisions for foreign institutional investors holding 30% ownership and protection mechanisms for minority shareholders."

Document background
The Public Company Shareholders Agreement is a crucial document for Indonesian publicly listed companies (PT Tbk) that establishes the framework for shareholder relationships and corporate governance. This agreement is necessary when a company has or plans to have its shares listed on the Indonesian Stock Exchange (IDX) and must comply with both the Indonesian Company Law (Law No. 40 of 2007) and capital market regulations enforced by OJK. It addresses key aspects such as shareholder rights, share transfer restrictions, corporate governance requirements, and regulatory compliance obligations. The agreement is particularly important for companies transitioning from private to public status or those implementing new governance structures to meet public company requirements in Indonesia.
Suggested Sections

1. Parties: Identification of all shareholders and the company, including registration details and addresses

2. Background: Context of the agreement, company's status as a public company, and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including Indonesian legal terms

4. Share Capital and Shareholding Structure: Details of authorized, issued, and paid-up capital, share classes, and current shareholding structure

5. Corporate Governance: Board structure, appointment rights, voting mechanisms, and compliance with OJK regulations

6. Shareholder Meetings: Procedures for general meetings, voting rights, quorum requirements as per OJK regulations

7. Transfer of Shares: Rules for share transfers, right of first refusal, tag-along and drag-along rights

8. Pre-emptive Rights: Shareholders' rights in new share issuances and capital increases

9. Reserved Matters: List of decisions requiring special shareholder approval

10. Dividend Policy: Framework for dividend declarations and distributions

11. Information Rights: Shareholders' rights to company information and financial reports

12. Confidentiality: Protection of company and shareholder confidential information

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

14. Dispute Resolution: Mechanism for resolving disputes, including choice of Indonesian forum

15. General Provisions: Standard clauses including notices, amendments, governing law

Optional Sections

1. Strategic Investors Rights: Special rights for strategic investors, used when there are significant institutional investors

2. Anti-dilution Protection: Protection against share value dilution, included for minority shareholders

3. Put and Call Options: Share purchase and sale options, included when shareholders want future exit mechanisms

4. Non-competition and Non-solicitation: Restrictions on competitive activities, used for shareholders with industry connections

5. Management Provisions: Detailed management structure and policies, used for companies with complex management needs

6. Foreign Investment Provisions: Special provisions for foreign shareholders, included when there are foreign investors

7. Related Party Transactions: Rules for dealing with related party transactions, used when there are significant inter-company dealings

8. ESG Compliance: Environmental, Social, and Governance requirements, included for companies with ESG commitments

Suggested Schedules

1. Schedule 1 - Share Capital and Shareholding Structure: Detailed breakdown of share ownership and share classes

2. Schedule 2 - Reserved Matters: Comprehensive list of matters requiring special approval

3. Schedule 3 - Board Composition: Current board structure and appointment rights

4. Schedule 4 - Corporate Governance Guidelines: Detailed governance procedures and compliance requirements

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

6. Schedule 6 - Company's Articles of Association: Current articles of association

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

8. Schedule 8 - Initial Business Plan: Company's current business plan and strategy

9. Appendix A - Key Performance Indicators: Agreed performance metrics for company evaluation

10. Appendix B - Regulatory Compliance Checklist: List of OJK and other regulatory requirements

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

Banking & Financial Services

Manufacturing

Mining & Resources

Technology

Telecommunications

Real Estate & Property

Consumer Goods

Infrastructure

Energy

Healthcare

Retail

Agriculture & Plantation

Transportation & Logistics

Relevant Teams

Legal

Corporate Secretariat

Compliance

Investment Relations

Corporate Governance

Risk Management

Finance

Executive Management

Board Secretariat

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Director

Compliance Officer

Board Director

Commissioner

Investment Relations Manager

Corporate Governance Officer

Risk Management Director

Company Secretary

Head of Legal

Strategic Planning Director

Shareholder Relations Manager

Industries
Law No. 40 of 2007 on Limited Liability Companies: The primary law governing corporate entities in Indonesia, covering company structure, shareholder rights, corporate governance, and general company operations
Law No. 8 of 1995 on Capital Markets: Regulates all aspects of capital market activities, including public company obligations, securities trading, and disclosure requirements
OJK Regulation No. 32/POJK.04/2014: Regulates planning and implementation of General Meetings of Shareholders of Public Companies
OJK Regulation No. 33/POJK.04/2014: Covers requirements for Directors and Board of Commissioners of Public Companies
Law No. 25 of 2007 on Investment: Governs investment activities in Indonesia, including foreign ownership restrictions and investment protections
Indonesian Civil Code (KUHPerdata): Provides the basic principles of contract law and obligations that apply to shareholder agreements
OJK Regulation No. 11/POJK.04/2017: Regulates reporting ownership of shares in public companies, including disclosure requirements for substantial shareholders
Government Regulation No. 29 of 2016: Regulates changes in capital structure and shareholding in companies, including minimum capital requirements
OJK Regulation No. 9/POJK.04/2018: Governs takeover of public companies, including mandatory tender offer requirements and change of control provisions
Law No. 24 of 2004 on Deposit Insurance Corporation: Relevant for public companies in the financial sector, governing deposit insurance and banking regulations
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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