Startup Shareholders Agreement Template for Indonesia

The Startup Shareholders Agreement serves as a foundational document for Indonesian startup companies, typically implemented during company formation or when new investors join. This agreement is crucial for startups operating under Indonesian jurisdiction, as it must comply with Law No. 40 of 2007 (UUPT) while addressing startup-specific concerns such as growth plans, capital raising, and exit strategies. The document encompasses essential provisions for corporate governance, share transfers, pre-emptive rights, and dispute resolution, tailored to the Indonesian legal framework. It's particularly important for companies seeking venture capital or planning significant growth, as it provides clarity on shareholder rights and responsibilities while maintaining flexibility for future funding rounds and exit opportunities.

1. Parties: Identification of all shareholders and the company as parties to the agreement

2. Background: Context of the agreement, including company formation, business purpose, and existing shareholding structure

3. Definitions and Interpretation: Definitions of key terms and interpretation rules 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. Shareholders' Rights and Obligations: Core rights and duties of shareholders, including voting rights, dividend rights, and information rights

6. Board of Directors and Management: Composition, appointment, removal, and powers of the board of directors

7. Board of Commissioners: Structure and role of the board of commissioners as required under Indonesian company law

8. General Meeting of Shareholders: Procedures for conducting GMS, voting mechanisms, and reserved matters requiring shareholder approval

9. Share Transfer Restrictions: Limitations on share transfers, including right of first refusal and tag-along/drag-along rights

10. Pre-emptive Rights: Shareholders' rights to maintain their percentage ownership in future share issuances

11. Confidentiality: Obligations regarding company and shareholder confidential information

12. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee/customer solicitation

13. Deadlock Resolution: Procedures for resolving fundamental disagreements between shareholders

14. Exit Mechanisms: Procedures for company sale, IPO, or other exit events

15. Term and Termination: Duration of the agreement and circumstances for termination

16. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution procedures