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.
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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
1. Employee Share Ownership Plan (ESOP): Include when the startup plans to implement an employee share scheme
2. Intellectual Property Rights: Include for technology startups or when IP is a crucial asset
3. Anti-Dilution Protection: Include when there are venture capital or sophisticated investors
4. Founder Vesting: Include when founders' shares are subject to vesting schedules
5. Special Industry Compliance: Include for regulated industries like fintech or healthcare
6. Foreign Investment Provisions: Include when there are foreign shareholders or potential foreign investment
7. Put and Call Options: Include when shareholders want specific share purchase/sale rights
8. Shareholder Loans: Include when shareholders are likely to provide company financing
1. Schedule 1: Share Capital and Shareholding Structure: Detailed breakdown of share ownership, share classes, and rights
2. Schedule 2: Reserved Matters: List of decisions requiring special shareholder approval
3. Schedule 3: Board Charter: Detailed procedures for board operations and decision-making
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 methods for valuing shares in various circumstances
7. Appendix A: Company Details: Company registration details and corporate information
8. Appendix B: Initial Officers: List of initial directors, commissioners, and key officers
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