Small Business Shareholder Agreement Template for Indonesia

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Key Requirements PROMPT example:

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."

Document background
The Small Business Shareholder Agreement is a crucial document for Indonesian small businesses operating as PTs (Perseroan Terbatas), particularly during formation or when new shareholders join the company. It establishes the fundamental framework for shareholder relationships, corporate governance, and business operations while ensuring compliance with Indonesian corporate law, particularly Law No. 40 of 2007 on Limited Liability Companies. This agreement is essential for protecting shareholder interests, preventing disputes, and providing clear mechanisms for decision-making, share transfers, and conflict resolution. It must be drafted in both Indonesian and English languages (if involving foreign parties) and should address specific requirements for foreign ownership restrictions if applicable.
Suggested Sections

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

Optional Sections

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

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: 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

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

Retail

Technology

Manufacturing

Food and Beverage

Professional Services

E-commerce

Healthcare

Education

Tourism and Hospitality

Construction

Agriculture

Creative Industries

Trading

Logistics

Real Estate

Relevant Teams

Legal

Corporate Secretariat

Finance

Compliance

Corporate Governance

Executive Leadership

Business Development

Risk Management

Investment

Relevant Roles

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

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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