Spousal Consent Shareholder Agreement Template for Indonesia

The Spousal Consent Shareholder Agreement is a crucial document in Indonesian corporate practice where shareholders are married individuals. It becomes necessary when shares in a company are considered matrimonial property under Indonesian law, requiring spousal consent for various corporate actions. This document addresses the intersection of Indonesian corporate law (particularly Law No. 40 of 2007 on Limited Liability Companies) and marriage law (Law No. 1 of 1974 on Marriage), ensuring that share ownership, transfers, and corporate decisions are legally sound from both perspectives. The agreement is particularly important in family businesses, closely-held companies, and situations where significant corporate decisions require protection of both shareholder and spousal interests.

1. Parties: Identification of the shareholders, their spouses, and the company

2. Background: Context of the shareholding, marriage status, and purpose of the agreement

3. Definitions: Key terms used throughout the agreement including share definitions, matrimonial property concepts, and corporate terms

4. Spousal Acknowledgments and Consent: Express acknowledgment and consent from spouses regarding shareholding and associated rights

5. Share Ownership and Rights: Details of share ownership, classification, and associated rights

6. Transfer Restrictions: Limitations and conditions for transferring shares, including spousal approval requirements

7. Voting Rights and Corporate Governance: Provisions regarding voting mechanisms and corporate decision-making

8. Matrimonial Property Rights: Classification and treatment of shares as matrimonial property

9. Change in Marital Status: Procedures and implications for divorce, separation, or death of a spouse

10. Representations and Warranties: Statements of fact and assurances from all parties

11. Governing Law: Application of Indonesian law and relevant jurisdictional matters

12. Dispute Resolution: Procedures for resolving disputes between parties

13. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability