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Shareholder Management Agreement

Shareholder Management Agreement Template for Indonesia

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Key Requirements PROMPT example:

Shareholder Management Agreement

"I need a Shareholder Management Agreement for an Indonesian technology startup with three founding shareholders and a foreign venture capital investor, including specific provisions for future funding rounds and an IPO planned for March 2025."

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Document background
The Shareholder Management Agreement serves as a critical governance document for Indonesian companies, establishing the legal framework for shareholder relationships and corporate management. This agreement is particularly important when a company has multiple shareholders, especially in cases involving foreign investment, joint ventures, or complex ownership structures. It must comply with Indonesian Company Law (Law No. 40 of 2007), investment regulations, and other relevant local legislation. The document typically becomes necessary during company formation, restructuring, or when new shareholders enter the company. It covers essential aspects such as share transfer restrictions, voting rights, board composition, dividend policies, and dispute resolution mechanisms, while incorporating specific requirements of Indonesian corporate law and governance practices.
Suggested Sections

1. Parties: Identification of all shareholders and the company as parties to the agreement

2. Background: Context of the agreement, including company information and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Share Capital and Shareholding Structure: Details of company's share capital, classes of shares, and current shareholding structure

5. Shareholder Rights and Obligations: Core rights and obligations of shareholders, including voting rights and capital contribution obligations

6. Management and Governance: Structure and procedures for company management, including board composition and appointment rights

7. General Meeting of Shareholders: Procedures for conducting shareholder meetings, voting mechanisms, and quorum requirements

8. Transfer of Shares: Rules and restrictions regarding share transfers, including right of first refusal and tag-along rights

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

10. Dividend Policy: Framework for dividend declarations and distributions

11. Confidentiality: Obligations regarding confidential information and trade secrets

12. Default and Remedies: Consequences of breach and available remedies

13. Dispute Resolution: Procedures for resolving disputes between shareholders

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

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

Optional Sections

1. Pre-emptive Rights: Rights of existing shareholders to maintain their ownership percentage in new share issuances

2. Anti-dilution Protection: Provisions protecting shareholders from ownership dilution, typically included for companies with planned future funding rounds

3. Drag-along Rights: Rights forcing minority shareholders to join in the sale of shares, included when future exit possibilities are contemplated

4. Non-compete and Non-solicitation: Restrictions on shareholders' competitive activities, typically included for closely-held companies

5. Intellectual Property Rights: Provisions regarding IP ownership and licensing, important for technology or innovation-focused companies

6. Emergency Funding Provisions: Procedures for additional capital raising in emergency situations

7. Dead-lock Resolution: Specific procedures for resolving decision-making deadlocks, important for 50-50 joint ventures

8. Public Listing Provisions: Procedures and rights in case of future IPO, included for companies with potential public listing plans

9. Foreign Investment Compliance: Special provisions ensuring compliance with Indonesian foreign investment regulations, needed when foreign shareholders are involved

Suggested Schedules

1. Schedule 1 - Share Capital and Shareholding Structure: Detailed breakdown of share capital, share classes, and current shareholding

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

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

4. Schedule 4 - Business Plan: Initial or current business plan of the company

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

6. Schedule 6 - Company Information: Detailed company information including registration details and licenses

7. Schedule 7 - Share Valuation Methodology: Agreed methods for share valuation in various circumstances

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

9. Appendix B - Competing Businesses: List of identified competing businesses (if non-compete provisions are included)

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
Annual General Meeting
Articles of Association
Board of Commissioners
Board of Directors
Business Day
Business Plan
Company
Completion Date
Confidential Information
Deed of Adherence
Defaulting Shareholder
Dividend
Effective Date
Encumbrance
Extraordinary General Meeting
Fair Market Value
Financial Year
General Meeting of Shareholders
Governing Law
Independent Director
Indonesian Law
Initial Business Plan
Intellectual Property Rights
Major Decision
Material Adverse Change
New Securities
Non-competing Business
Notice
OJK
Ordinary Resolution
Original Shareholders
Parties
Permitted Transferee
Pre-emptive Rights
Related Party
Reserved Matters
Rupiah
Share Capital
Share Transfer
Shareholder Loan
Shareholders
Shares
Special Resolution
Subsidiary
Tag-along Right
Transfer Notice
Transferor
Valuation
Voting Rights
Clauses
Parties and Definitions
Share Capital
Share Transfer Restrictions
Pre-emptive Rights
Tag-along Rights
Drag-along Rights
Board Composition
Management Rights
Shareholder Meetings
Voting Rights
Reserved Matters
Information Rights
Dividend Policy
Additional Funding
Non-competition
Non-solicitation
Confidentiality
Anti-dilution
Exit Rights
Deadlock Resolution
Default Events
Remedies
Dispute Resolution
Governing Law
Termination
Assignment
Notices
Amendments
Severability
Entire Agreement
Force Majeure
Representations and Warranties
Costs and Expenses
Further Assurance
Compliance with Laws
General Provisions
Relevant Industries

Technology

Manufacturing

Financial Services

Real Estate

Consumer Goods

Healthcare

Energy

Mining

Agriculture

Transportation

Telecommunications

Retail

Education

Professional Services

Construction

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board of Directors

Board of Commissioners

Shareholder Relations

Corporate Affairs

Risk Management

Investment Relations

Corporate Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Director

Compliance Officer

Board Director

Commissioner

General Counsel

Investment Director

Shareholder Relations Manager

Corporate Governance Officer

Managing Director

Company Secretary

Legal Counsel

Risk Management Officer

Corporate Affairs Director

Industries
Law No. 40 of 2007 on Limited Liability Companies: The primary law governing corporate entities in Indonesia, including provisions on shareholder rights, corporate governance, and company management
Law No. 25 of 2007 on Investment: Regulates both domestic and foreign investment in Indonesian companies, including ownership restrictions and investment requirements
Law No. 8 of 1995 on Capital Markets: Relevant if the company is or plans to be publicly listed, governing securities, public offerings, and stock exchange regulations
Presidential Regulation No. 10 of 2021 on Investment Business Fields: Specifies business sectors open to foreign investment and maximum foreign ownership percentages (Positive Investment List)
OJK Regulation No. 15/POJK.04/2020: Regulations on Planning and Organizing General Meeting of Shareholders of Public Companies
Law No. 30 of 1999 on Arbitration and Alternative Dispute Resolution: Relevant for dispute resolution mechanisms between shareholders
Indonesian Civil Code (Kitab Undang-Undang Hukum Perdata): Provides basic principles of contract law and obligations that apply to shareholder agreements
OJK Regulation No. 33/POJK.04/2014: Regulations on Directors and Board of Commissioners of Public Companies, relevant for corporate governance provisions
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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