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Restaurant Shareholder Agreement
"I need a Restaurant Shareholder Agreement for a family-owned Indonesian restaurant business that plans to bring in two external investors in March 2025, with specific provisions for protecting family management rights while allowing for business expansion to multiple locations."
1. Parties: Identification of all shareholders and the company, including complete legal names and addresses
2. Background: Context of the agreement, including company formation, business purpose, and restaurant concept
3. Definitions: Defined terms used throughout the agreement, including specific restaurant industry terminology
4. Capital Structure: Details of share classes, capitalization, and initial contributions of each shareholder
5. Restaurant Business Operations: Core operational requirements, management structure, and decision-making processes for the restaurant
6. Shareholder Rights and Obligations: Voting rights, profit sharing, and responsibilities of shareholders
7. Transfer of Shares: Procedures and restrictions for transferring shares, including right of first refusal
8. Management and Control: Governance structure, board composition, and management appointments
9. Financial Management: Financial reporting, accounting practices, and dividend policy
10. Regulatory Compliance: Compliance requirements with Indonesian restaurant and food service regulations
11. Dispute Resolution: Procedures for resolving conflicts between shareholders
12. Termination: Conditions and procedures for terminating the agreement
13. Governing Law: Specification of Indonesian law as governing law and jurisdiction
14. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability
1. Foreign Ownership Provisions: Special provisions for foreign shareholders, required when there are foreign investors
2. Intellectual Property Rights: Provisions for restaurant brand, recipes, and trade secrets, needed when unique IP exists
3. Multiple Location Provisions: Specific terms for multi-location operations, used when planning restaurant chain
4. Franchise Considerations: Special provisions if the restaurant is or may become a franchise
5. Family Succession Planning: Provisions for family-owned restaurants regarding succession and inheritance
6. Employee Share Ownership: Provisions for employee share schemes if applicable
7. Digital Operations: Provisions for online delivery, digital marketing, and technology integration
8. Property Management: Special provisions if shareholders own the restaurant premises
1. Schedule 1: Share Capital and Shareholding Structure: Detailed breakdown of share ownership and classes
2. Schedule 2: Initial Business Plan: Detailed business plan including restaurant concept, target market, and financial projections
3. Schedule 3: Property Details: Restaurant location details, lease or ownership information
4. Schedule 4: Key Personnel: List of key management positions and initial appointments
5. Schedule 5: Reserved Matters: List of decisions requiring special shareholder approval
6. Schedule 6: Restaurant Equipment and Assets: Inventory of major equipment, furniture, and fixtures
7. Schedule 7: Operational Guidelines: Standard operating procedures and quality standards
8. Schedule 8: License and Permit Requirements: List of required licenses and permits for restaurant operation
9. Appendix A: Sample Financial Reporting Format: Templates for required financial reports
10. Appendix B: Emergency Procedures: Emergency protocols and crisis management procedures
Authors
Articles of Association
Board of Directors
Business Day
Business Plan
Capital Contribution
Company
Confidential Information
Deed of Adherence
Dividend
Effective Date
Encumbrance
Event of Default
Fair Market Value
Financial Year
Food Safety Regulations
Force Majeure
Foreign Investment
HAKI (Intellectual Property Rights)
Health Certificate
Indonesian GAAP
Initial Business Plan
Investment Law
Key Performance Indicators
License Requirements
Management Committee
NIB (Business Registration Number)
Operating Hours
Operating License
Ordinary Resolution
Parties
Premises
Purchase Price
Restaurant Equipment
Restaurant License
Restaurant Operations
Reserved Matters
RUPS (General Meeting of Shareholders)
Share Capital
Share Transfer
Shareholder
Shareholder Loan
Special Resolution
Tag-Along Rights
Transfer Notice
Working Capital
Share Capital and Structure
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Shareholder Meetings
Reserved Matters
Management Rights
Dividend Policy
Financial Reporting
Restaurant Operations
Food Safety Compliance
Licensing Requirements
Health and Safety
Confidentiality
Non-Competition
Intellectual Property
Employee Matters
Insurance
Regulatory Compliance
Foreign Investment Restrictions
Default
Deadlock Resolution
Dispute Resolution
Exit Provisions
Force Majeure
Termination
Notices
Assignment
Severability
Entire Agreement
Governing Law
Amendment
Food & Beverage
Hospitality
Restaurant Operations
Retail
Tourism
Commercial Real Estate
Franchise Operations
Food Service Industry
Catering Services
Entertainment Venues
Legal
Corporate Governance
Operations
Finance
Business Development
Compliance
Food & Beverage
Investment
Board of Directors
Executive Management
Risk Management
Strategy
Restaurant Owner
Managing Director
Chief Executive Officer
Chief Financial Officer
Operations Director
Restaurant Manager
Legal Counsel
Corporate Secretary
Business Development Manager
Investment Manager
Franchise Director
Food and Beverage Director
Compliance Officer
Board Member
Restaurant Chain Executive
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