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Small Business Shareholder Agreement
"I need a Small Business Shareholder Agreement for my Indonesian technology startup with three co-founders, where we want to include specific provisions for future funding rounds and protect minority shareholders' interests, with the agreement to be effective from March 2025."
1. Parties: Identifies all shareholders and the company, including their full legal names, registration numbers, and addresses
2. Background: Sets out the context of the agreement, including company details, business purpose, and current shareholding structure
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules for interpretation
4. Share Capital and Shareholding Structure: Details the company's share capital, classes of shares, and current distribution among shareholders
5. Shareholders' Rights and Obligations: Specifies voting rights, dividend rights, and general obligations of shareholders
6. Management and Decision Making: Outlines corporate governance structure, board composition, and decision-making processes
7. Transfer of Shares: Details restrictions on share transfers, right of first refusal, and transfer procedures
8. Pre-emptive Rights: Establishes shareholders' rights to maintain their percentage ownership in case of new share issuance
9. Deadlock Resolution: Procedures for resolving disputes and deadlocks between shareholders
10. Confidentiality: Obligations regarding company and shareholder confidential information
11. Term and Termination: Duration of the agreement and circumstances for termination
12. Governing Law and Dispute Resolution: Specifies Indonesian law as governing law and outlines dispute resolution mechanisms
13. General Provisions: Standard clauses including notices, amendments, and severability
1. Tag-Along Rights: Used when minority shareholders need protection to join in sale of shares by majority shareholders
2. Drag-Along Rights: Include when majority shareholders may need to force minority shareholders to join in sale of company
3. Non-Compete and Non-Solicitation: Add when shareholders are involved in company operations and have access to sensitive information
4. Dividend Policy: Include when shareholders want to establish specific rules for dividend distributions
5. Share Valuation: Add when shareholders want to specify methods for valuing shares for transfers or exits
6. Anti-Dilution Protection: Include for shareholders who want protection against dilution in down-rounds
7. Foreign Ownership Compliance: Required when any shareholders are non-Indonesian entities or individuals
1. Schedule 1 - Share Capital and Shareholding Structure: Detailed breakdown of share capital, share classes, and current shareholding
2. Schedule 2 - Reserved Matters: List of decisions requiring special majority or unanimous shareholder approval
3. Schedule 3 - Company Information: Detailed company information including registration details, licenses, and permits
4. Schedule 4 - Initial Business Plan: Current business plan and strategic objectives of the company
5. Schedule 5 - Share Valuation Methodology: Agreed methods and procedures for share valuation
6. Appendix A - Board Resolution: Copy of board resolution approving the shareholder agreement
7. Appendix B - Deed of Adherence: Template for new shareholders to join the agreement
Authors
RUPS (General Meeting of Shareholders)
Annual RUPS
Articles of Association
Board of Commissioners
Board of Directors
Business Day
Business Plan
Company
Confidential Information
Deed of Adherence
Encumbrance
Event of Default
Fair Market Value
Financial Year
Indonesian Law
Initial Business Plan
Insolvency Event
Material Adverse Change
OJK
Ordinary Resolution
Parties
PT
Reserved Matters
Share Capital
Shareholders
Shares
Special Resolution
Tag-Along Rights
Drag-Along Rights
Transfer
Voting Rights
Working Days
Related Party
Affiliate
Permitted Transferee
Pre-emptive Rights
Deadlock
Force Majeure Event
Material Breach
Valuation Date
Transfer Notice
Quorum
Authorized Capital
Definitions
Share Capital and Shareholding
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Management and Administration
Board Composition
Shareholder Meetings
Voting Rights
Reserved Matters
Dividend Policy
Information Rights
Non-Competition
Non-Solicitation
Confidentiality
Anti-Dilution
Deadlock Resolution
Dispute Resolution
Default
Termination
Exit Provisions
Share Valuation
Representations and Warranties
Foreign Ownership Compliance
Amendment
Notices
Governing Law
Severability
Force Majeure
Assignment
Entire Agreement
Waiver
Further Assurance
Retail
Technology
Manufacturing
Food and Beverage
Professional Services
E-commerce
Healthcare
Education
Tourism and Hospitality
Construction
Agriculture
Creative Industries
Trading
Logistics
Real Estate
Legal
Corporate Secretariat
Finance
Compliance
Corporate Governance
Executive Leadership
Business Development
Risk Management
Investment
CEO
Managing Director
Business Owner
Company Secretary
Legal Counsel
Corporate Lawyer
Chief Financial Officer
Finance Director
Business Development Manager
Investment Manager
Compliance Officer
Board Member
Company Director
Shareholder Representative
Corporate Governance Officer
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