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Shareholders Agreement For Private Limited Company

Shareholders Agreement For Private Limited Company Template for Indonesia

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Key Requirements PROMPT example:

Shareholders Agreement For Private Limited Company

"I need a Shareholders Agreement for a Private Limited Company (PT) in Indonesia for my technology startup, which will have three founding shareholders and a foreign venture capital investor joining in March 2025, with specific provisions for future funding rounds and technology IP protection."

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Document background
The Shareholders Agreement For Private Limited Company is a crucial document used when establishing or formalizing shareholder relationships in an Indonesian PT (Perseroan Terbatas). It becomes particularly relevant during company formation, when new shareholders join, or when existing shareholders wish to formalize their arrangements. The agreement must comply with Indonesian Company Law (Law No. 40 of 2007) and related regulations, including foreign investment restrictions where applicable. It typically includes detailed provisions on share ownership, voting rights, management appointment, business operations, dispute resolution, and exit mechanisms. The document serves as a fundamental governance tool, protecting shareholders' interests while ensuring the company's smooth operation under Indonesian law.
Suggested Sections

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

2. Background: Recitals explaining the company's establishment, shareholding structure, 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 issued share capital, classes of shares, and current shareholding percentages

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

6. Corporate Governance: Rules for board composition, appointment/removal of directors and commissioners, and management structure

7. Shareholder Meetings: Procedures for general meetings, voting requirements, and quorum provisions

8. Reserved Matters: List of actions requiring special shareholder approval or unanimous consent

9. Transfer of Shares: Restrictions on share transfers, right of first refusal, and transfer procedures

10. Pre-emptive Rights: Shareholders' rights in new share issuances and capital increases

11. Exit Provisions: Mechanisms for shareholder exits, including tag-along and drag-along rights

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. Deadlock Resolution: Include when shareholders have equal voting rights to address potential voting deadlocks

2. Non-Compete and Non-Solicitation: Include for shareholders who are also involved in business operations or have access to sensitive information

3. Intellectual Property Rights: Include when the company's business involves significant IP assets or development

4. Additional Funding Obligations: Include when future capital requirements are anticipated and mandatory funding obligations need to be specified

5. Put and Call Options: Include when shareholders want specific exit rights at predetermined conditions

6. Foreign Investment Provisions: Include when there are foreign shareholders to ensure compliance with Indonesian investment laws

7. Dividend Policy: Include when shareholders want to establish specific dividend distribution rules

8. Management Provisions: Include detailed management structure when shareholders are involved in day-to-day operations

9. Business Plan and Budget: Include when shareholders want to establish specific requirements for business planning and budgeting

Suggested Schedules

1. Schedule 1 - Company Information: Details of company registration, share capital, and current shareholding structure

2. Schedule 2 - Reserved Matters: Detailed list of matters requiring special or unanimous shareholder approval

3. Schedule 3 - Share Transfer Procedures: Detailed procedures and forms for share transfers

4. Schedule 4 - Deed of Adherence: Form for new shareholders to agree to be bound by the agreement

5. Schedule 5 - Initial Business Plan: Company's initial business plan and key milestones

6. Schedule 6 - Valuation Methods: Agreed methods for share valuation in various circumstances

7. Schedule 7 - Board Charter: Detailed governance procedures and board responsibilities

8. Schedule 8 - Anti-dilution Provisions: Detailed mechanisms for protecting against share dilution

9. Appendix A - Shareholder Details: Complete information about each shareholder including contact details

10. Appendix B - Company's Articles of Association: Copy of the current Articles of Association

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
Affiliate
Annual General Meeting
Articles of Association
Board of Commissioners
Board of Directors
Business Day
Business Plan
Call Option
Company
Completion
Confidential Information
Deed of Adherence
Directors
Distributable Profits
Dividend
Drag-along Right
Encumbrance
Event of Default
Extraordinary General Meeting
Fair Market Value
Financial Year
Foreign Investment
General Meeting of Shareholders
Group
Independent Director
Indonesian GAAP
Initial Business Plan
Intellectual Property Rights
Investment Law
Material Adverse Change
New Securities
Nominee
Notice
Ordinary Resolution
Original Shareholders
Perseroan Terbatas
Pre-emptive Rights
Put Option
Qualified IPO
Related Party
Reserved Matters
Right of First Refusal
RUPS
Share Capital
Share Transfer
Shareholders
Special Resolution
Subsidiary
Tag-along Right
Territory
Transfer
Valuation
Working Day
Clauses
Interpretation
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
Intellectual Property
Deadlock Resolution
Exit Rights
Put Option
Call Option
Anti-dilution
Foreign Investment Compliance
Dispute Resolution
Governing Law
Force Majeure
Term and Termination
Assignment
Notices
Amendment
Severability
Entire Agreement
Further Assurance
Costs and Expenses
Relevant Industries

Technology

Manufacturing

Financial Services

Retail

Agriculture

Mining

Real Estate

Healthcare

Education

Transportation

E-commerce

Food and Beverage

Construction

Energy

Telecommunications

Relevant Teams

Legal

Corporate Secretariat

Compliance

Board of Directors

Board of Commissioners

Investment Relations

Corporate Governance

Risk Management

Finance

Strategic Planning

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Director

Compliance Officer

Board of Directors Member

Board of Commissioners Member

General Counsel

Investment Director

Shareholder Relations Manager

Corporate Governance Officer

Managing Director

Business Development Director

Company Secretary

Risk Management Officer

Industries
Law No. 40 of 2007 on Limited Liability Companies (Company Law): The primary legislation governing the establishment, operation, and management of limited liability companies in Indonesia. It covers fundamental aspects such as shareholder rights, corporate governance, and company structure.
Indonesian Civil Code (Kitab Undang-undang Hukum Perdata): Provides the basic principles of contract law and legal relationships between parties, which is essential for the validity and enforceability of the shareholders agreement.
Law No. 25 of 2007 on Investment: Regulates both domestic and foreign investment in Indonesia, including restrictions on foreign ownership and investment requirements.
Presidential Regulation No. 10 of 2021 on Investment Business Fields: Specifies business sectors that are open, closed, or restricted for foreign investment, known as the Investment Priority List (Positive Investment List).
OJK Regulation No. 42/POJK.04/2020: Regulates affiliated transactions and conflict of interest transactions, which is relevant for shareholder relationships and corporate actions.
Minister of Law and Human Rights Regulation No. 4 of 2014: Provides procedures for submitting applications and ratification of legal entities' deeds of establishment and amendments to articles of association.
Law No. 24 of 2009 on National Flag, Language, Emblem and Anthem: Requires agreements involving Indonesian parties to be drafted in Indonesian language (relevant for bilingual agreements).
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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