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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."
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
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
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
Anggaran Dasar (Articles of Association)
BKPM
Board of Commissioners
Board of Directors
Business Day
Business Plan
Call Option
Competing Business
Completion
Confidential Information
Deed of Adherence
Defaulting Shareholder
Drag-Along Notice
Drag-Along Rights
Effective Date
Encumbrance
Event of Default
Exit Event
Fair Market Value
Financial Year
Foreign Investment
General Meeting of Shareholders (RUPS)
Group
IDX
Independent Valuer
Initial Business Plan
Investment Amount
Key Management
Material Adverse Change
New Securities
OJK
Ordinary Resolution
Original Shareholders
Parties
Put Option
Qualifying IPO
Related Party
Reserved Matters
Right of First Refusal
Share Capital
Share Transfer
Shareholders
Special Resolution
Subsidiary
Tag-Along Notice
Tag-Along Rights
Territory
Transfer Notice
Valuation Date
Share Capital and Structure
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Management Rights
Information Rights
Dividend Policy
Non-Competition
Non-Solicitation
Confidentiality
Anti-Dilution
Exit Rights
Deadlock Resolution
Default
Termination
Force Majeure
Dispute Resolution
Governing Law
Representations and Warranties
Indemnification
Assignment
Notices
Amendment
Severability
Entire Agreement
Waiver
Further Assurance
Costs
Counterparts
Technology
Manufacturing
Financial Services
Real Estate
Agriculture
Mining
Retail
Healthcare
Education
Construction
Transportation
Energy
Telecommunications
Professional Services
Tourism
Media and Entertainment
Legal
Corporate Governance
Compliance
Finance
Executive Management
Company Secretariat
Investor Relations
Corporate Affairs
Risk Management
Business Development
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
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