Startup Shareholder Agreement Template for Indonesia

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Key Requirements PROMPT example:

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."

Document background
The Startup Shareholder Agreement serves as a fundamental document for Indonesian startups, establishing the legal framework for relationships between various shareholders and the company. It becomes essential when a startup moves beyond initial formation to include multiple shareholders, particularly during investment rounds or when implementing employee share schemes. The agreement must comply with Indonesian corporate law, particularly Law No. 40 of 2007, while addressing specific requirements for both domestic and foreign shareholders. This document typically comes into play during seed funding, Series A funding, or when formalizing arrangements between co-founders. It covers crucial aspects such as share transfer restrictions, voting rights, board representation, and exit mechanisms, while ensuring alignment with Indonesian investment regulations and corporate governance requirements.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

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

Relevant Teams

Legal

Executive Leadership

Corporate Development

Finance

Compliance

Corporate Governance

Investment Relations

Business Development

Human Resources

Risk Management

Relevant Roles

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

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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