Shareholders Agreement Contract Template for Indonesia

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Key Requirements PROMPT example:

Shareholders Agreement Contract

"I need a Shareholders Agreement Contract for my Indonesian technology startup, which will have three domestic shareholders and one Singapore-based venture capital firm as a minority shareholder, with specific provisions for anti-dilution and future funding rounds planned for March 2025."

Document background
The Shareholders Agreement Contract serves as a fundamental document in Indonesian corporate governance, establishing the framework for shareholder relationships and company management. It becomes essential when multiple shareholders are involved in a company, particularly in cases of joint ventures, foreign investment, or companies with complex ownership structures. The agreement must comply with Indonesian Company Law (Law No. 40 of 2007) and related regulations, including specific requirements for foreign investment under Law No. 25 of 2007. This document typically includes provisions for share transfers, voting rights, board representation, dividend policies, and dispute resolution mechanisms. It's particularly crucial for protecting minority shareholder rights and establishing clear governance structures in Indonesian companies, while ensuring alignment with local regulatory requirements and business practices.
Suggested Sections

1. Parties: Identification of all shareholders and the company, including registration details as required by Indonesian law

2. Background: Context of the agreement, company's business, and shareholders' relationships

3. Definitions and Interpretation: Defined terms and interpretation rules, including Indonesian language requirements

4. Share Capital and Shareholding Structure: Details of issued shares, classes of shares, and current ownership percentages

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

6. Management and Governance: Board structure, appointment rights, and decision-making processes

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

8. Reserved Matters: Actions requiring special approval from shareholders or specific shareholder groups

9. Dividend Policy: Rules and procedures for dividend declarations and distributions

10. Transfer of Shares: Restrictions and procedures for share transfers, including right of first refusal

11. Deadlock Resolution: Procedures for resolving fundamental disagreements between shareholders

12. Confidentiality: Obligations regarding company and shareholder confidential information

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

14. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms

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

Optional Sections

1. Tag-Along Rights: Include when protecting minority shareholders' right to join in sale of shares by majority

2. Drag-Along Rights: Include when majority shareholders need power to force minorities to join in company sale

3. Anti-dilution Protection: Include when shareholders need protection against share value dilution

4. Share Valuation: Include when specific valuation mechanisms are needed for share transfers or exits

5. Intellectual Property Rights: Include when company has significant IP assets requiring special protection

6. Non-Compete and Non-Solicitation: Include when shareholders have access to sensitive business information

7. Foreign Investment Provisions: Include when there are foreign shareholders, addressing BKPM requirements

8. Preferred Shareholder Rights: Include when there are preferred shares with special rights

9. Capital Calls: Include when future funding requirements are anticipated

10. Exit Mechanisms: Include detailed exit provisions when IPO or trade sale is contemplated

Suggested Schedules

1. Share Capital and Shareholding Structure: Detailed breakdown of share ownership, share classes, and rights

2. Company Information: Details of company registration, licenses, and corporate structure

3. Reserved Matters List: Comprehensive list of matters requiring special shareholder approval

4. Board and Management Structure: Organization chart and management structure details

5. Business Plan: Initial business plan and key performance indicators

6. Deed of Adherence: Template for new shareholders to join the agreement

7. Share Valuation Methodology: Agreed methods for determining share value in various scenarios

8. Key Performance Indicators: Metrics for evaluating company and management performance

9. Competing Business List: Definition and list of competing businesses if non-compete exists

10. Initial Budget: First-year operational budget and financial projections

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

Technology

Manufacturing

Financial Services

Real Estate

Agriculture

Mining

Retail

Healthcare

Education

Construction

Transportation

Energy

Telecommunications

Professional Services

Tourism

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Compliance

Finance

Executive Management

Company Secretariat

Investor Relations

Corporate Affairs

Risk Management

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Director

Investment Manager

Board of Directors

Board of Commissioners

General Counsel

Corporate Lawyer

Compliance Officer

Company Director

Shareholder Relations Manager

Investment Director

Managing Partner

Business Development Director

Industries
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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