Restaurant Shareholder Agreement Template for Indonesia

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Key Requirements PROMPT example:

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."

Document background
The Restaurant Shareholder Agreement is a crucial document for any restaurant business in Indonesia operating as a limited liability company with multiple shareholders. This agreement becomes necessary when establishing a new restaurant venture, bringing in new investors, or formalizing existing shareholder arrangements. It is specifically tailored to address unique aspects of the restaurant industry while complying with Indonesian corporate law, particularly Law No. 40 of 2007 on Limited Liability Companies and relevant food service regulations. The document includes essential provisions for business operations, management structure, profit sharing, and shareholder rights, while incorporating specific requirements for restaurant licensing, food safety compliance, and operational standards. It's particularly important for protecting shareholder interests while ensuring smooth business operations in Indonesia's dynamic restaurant sector.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Food & Beverage

Hospitality

Restaurant Operations

Retail

Tourism

Commercial Real Estate

Franchise Operations

Food Service Industry

Catering Services

Entertainment Venues

Relevant Teams

Legal

Corporate Governance

Operations

Finance

Business Development

Compliance

Food & Beverage

Investment

Board of Directors

Executive Management

Risk Management

Strategy

Relevant Roles

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

Industries
Law No. 40 of 2007 on Limited Liability Companies: The main corporate law in Indonesia that governs company establishment, shareholder rights, corporate governance, and management structure
Law No. 25 of 2007 on Investment: Regulates both domestic and foreign investment in Indonesian businesses, including ownership restrictions and investment requirements
Government Regulation No. 28 of 2004 on Food Safety: Establishes food safety and hygiene requirements for food service establishments, which shareholders must ensure compliance with
Ministry of Health Regulation No. 1096/MENKES/PER/VI/2011: Specific hygiene and sanitation requirements for food service establishments including restaurants
Law No. 8 of 1999 on Consumer Protection: Regulates consumer rights and business obligations in providing services and products to consumers
Regional Government Regulations on Restaurant Licenses: Local regulations governing restaurant operations, licensing requirements, and operational permits
Law No. 13 of 2003 on Employment: Labor law governing employment relationships, which shareholders must consider for restaurant staffing
Government Regulation No. 46 of 2013: Tax regulations specific to small and medium enterprises, including restaurants
Law No. 3 of 1982 on Mandatory Company Registration: Requirements for business registration and maintaining proper business licenses
Government Regulation No. 24 of 2018 on Online Single Submission: Regulations on business licensing procedures through the Online Single Submission system
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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