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Startup Shareholder Agreement
"I need a Startup Shareholder Agreement for my Indonesian fintech company that's preparing for Series A funding in March 2025, with provisions for foreign investors and ESOP allocation for key employees."
1. Parties: Identification of all shareholders and the company, including their complete legal names and addresses
2. Background: Context of the agreement, including company formation, business purpose, and existing shareholding structure
3. Definitions: Definitions of key terms used throughout the agreement
4. Share Capital and Shareholding Structure: Details of authorized, issued, and paid-up capital, share classes, and current shareholding percentages
5. Shareholder Rights and Obligations: Core rights and responsibilities of shareholders, including voting rights and capital contribution obligations
6. Board Structure and Management: Composition of the Board of Directors and Board of Commissioners, appointment process, and management rights
7. Reserved Matters: List of decisions requiring special majority or unanimous shareholder approval
8. Share Transfer Restrictions: Limitations on share transfers, including right of first refusal and tag-along rights
9. General Meeting of Shareholders: Procedures for conducting shareholder meetings, voting mechanisms, and quorum requirements
10. Dividend Policy: Framework for dividend declarations and distributions
11. Deadlock Resolution: Procedures for resolving fundamental disagreements between shareholders
12. Exit Provisions: Mechanisms for shareholder exits, including put/call options and drag-along rights
13. Confidentiality: Obligations regarding company and shareholder confidential information
14. Term and Termination: Duration of the agreement and circumstances for termination
15. Governing Law and Dispute Resolution: Choice of law and mechanisms for resolving disputes
1. Anti-Dilution Protection: Protection mechanisms for existing shareholders in case of new share issuances, particularly relevant for startup investors
2. Employee Share Scheme: Framework for employee stock ownership plans (ESOP), include if company plans to offer shares to employees
3. Intellectual Property Rights: Provisions regarding ownership and protection of IP, particularly important for technology startups
4. Non-Compete and Non-Solicitation: Restrictions on competitive activities, include if shareholders are also involved in management
5. Foreign Investment Provisions: Special provisions complying with Indonesian foreign investment laws, include if there are foreign shareholders
6. Founder Vesting: Vesting schedule for founder shares, include for early-stage startups
7. Pre-emptive Rights: Rights of existing shareholders to participate in future funding rounds
8. Good Leaver/Bad Leaver Provisions: Terms for share treatment when shareholders who are also employees leave the company
1. Schedule 1: Share Capital and Shareholding Structure: Detailed breakdown of share ownership, share classes, and shareholder information
2. Schedule 2: Reserved Matters: Comprehensive list of decisions requiring special approval
3. Schedule 3: Board and Management Structure: Details of current board members and key management positions
4. Schedule 4: Business Plan: Initial business plan and key milestones
5. Schedule 5: Deed of Adherence: Template for new shareholders to join the agreement
6. Schedule 6: Share Valuation Methodology: Agreed method for valuing shares in various circumstances
7. Appendix A: Company Articles of Association: Copy of the current Articles of Association
8. Appendix B: Key Performance Indicators: Agreed metrics for measuring company and management performance
Authors
Articles of Association
Board of Commissioners
Board of Directors
Business Day
Business Plan
Completion Date
Confidential Information
Deed of Adherence
Dilution
Drag-along Rights
Effective Date
Encumbrance
ESOP
Exit Event
Fair Market Value
Financial Year
Founding Shareholders
General Meeting of Shareholders
Good Leaver
Bad Leaver
Intellectual Property Rights
Investment Amount
Investors
IPO
Key Performance Indicators
Material Adverse Change
New Securities
Ordinary Shares
Parties
Preference Shares
Pre-emptive Rights
Pro Rata Share
Qualified IPO
Reserved Matters
Right of First Refusal
Series A Shares
Share Capital
Shareholder
Share Transfer
Tag-along Rights
Territory
Transfer Notice
Valuation
Vesting Schedule
Share Capital
Share Classes
Share Transfer Restrictions
Pre-emptive Rights
Tag-along Rights
Drag-along Rights
Anti-dilution Protection
Board Composition
Management Rights
Reserved Matters
Voting Rights
Dividend Rights
Information Rights
Confidentiality
Non-compete
Non-solicitation
Intellectual Property
Employee Share Scheme
Founder Vesting
Exit Rights
Put Option
Call Option
Deadlock Resolution
Default
Termination
Assignment
Representations and Warranties
Dispute Resolution
Governing Law
Force Majeure
Notices
Amendment
Severability
Entire Agreement
Technology
E-commerce
Financial Technology
Healthcare Technology
Education Technology
Renewable Energy
Agricultural Technology
Software Development
Digital Media
Biotechnology
Artificial Intelligence
Internet of Things
Mobile Applications
Clean Technology
Social Enterprise
Legal
Executive Leadership
Corporate Development
Finance
Compliance
Corporate Governance
Investment Relations
Business Development
Human Resources
Risk Management
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Investment Manager
Venture Capital Partner
Startup Founder
Managing Director
Board Member
Corporate Lawyer
Investment Analyst
Legal Counsel
Company Director
Compliance Officer
Business Development Director
Strategic Planning Manager
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