Subscription And Shareholders Agreement Template for Indonesia

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Subscription And Shareholders Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Subscription And Shareholders Agreement

"I need a Subscription and Shareholders Agreement for my Indonesian technology startup to accommodate three venture capital investors who will collectively subscribe for 30% of the company's shares, with specific focus on anti-dilution protection and staged investment provisions for completion by March 2025."

Document background
The Subscription And Shareholders Agreement is a fundamental document used in Indonesian corporate transactions where new investors are entering a company while simultaneously establishing long-term governance arrangements. This document is particularly crucial in the Indonesian context due to specific regulatory requirements under Law No. 40 of 2007 on Limited Liability Companies and various investment regulations. It serves multiple purposes: documenting the terms of share subscription, establishing corporate governance mechanisms, protecting minority shareholder rights, and setting out clear procedures for future corporate actions. The agreement is commonly used in private equity investments, venture capital transactions, joint ventures, and strategic corporate investments. It must be drafted with careful consideration of Indonesian language requirements, foreign ownership restrictions, and mandatory corporate governance provisions.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the Company, existing shareholders, and new subscribers

2. Background: Context of the transaction, current shareholding structure, and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Subscription of Shares: Details of share subscription including number of shares, price, payment terms and mechanics

5. Completion: Conditions precedent, completion mechanics, and timing for the subscription

6. Warranties and Representations: Warranties given by the Company, existing shareholders, and subscribers

7. Management and Corporate Governance: Board composition, appointment rights, management structure, and decision-making processes

8. Shareholders Meetings: Procedures for general meetings, voting rights, and quorum requirements

9. Reserved Matters: List of decisions requiring special approval from certain shareholders

10. Share Transfer Restrictions: Limitations on transfer of shares, right of first refusal, tag-along and drag-along rights

11. Dividend Policy: Agreement on distribution of profits and dividend declaration process

12. Confidentiality: Obligations regarding confidential information and announcements

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

14. Dispute Resolution: Procedures for resolving disputes, governing law, and jurisdiction

Optional Sections

1. Anti-dilution Protection: Provisions protecting certain shareholders from dilution in future capital raises

2. Share Option Pool: Details of employee share option scheme if applicable

3. Preferred Rights: Special rights attached to preferred shares if multiple share classes exist

4. Non-compete and Non-solicitation: Restrictions on competitive activities and employee solicitation

5. Information Rights: Special information access rights for certain shareholders

6. Exit Provisions: Specific arrangements for IPO or trade sale scenarios

7. Deadlock Resolution: Mechanisms for resolving deadlock situations in decision-making

8. Pre-emptive Rights: Rights of existing shareholders to participate in future share issues

Suggested Schedules

1. Schedule 1: Details of the Company: Company registration details, share capital structure, and current shareholders

2. Schedule 2: Subscription Details: Detailed breakdown of share subscription, including price calculation and payment terms

3. Schedule 3: Completion Requirements: Checklist of documents and actions required for completion

4. Schedule 4: Company Warranties: Detailed warranties about the company's business, assets, and liabilities

5. Schedule 5: Reserved Matters: Comprehensive list of matters requiring special approval

6. Schedule 6: Board Procedures: Detailed procedures for board meetings and decision-making

7. Schedule 7: Deed of Adherence: Form for new shareholders to join the agreement

8. Appendix A: Articles of Association: Current or amended Articles of Association of the Company

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

Manufacturing

Financial Services

Real Estate

Infrastructure

Healthcare

Education

Renewable Energy

Mining

Agriculture

Retail

Telecommunications

Transportation

Professional Services

Relevant Teams

Legal

Corporate Finance

Investment

Compliance

Corporate Secretarial

Board of Directors

Executive Management

Corporate Development

Risk Management

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Secretary

Investment Director

Legal Counsel

Corporate Lawyer

Investment Manager

Managing Director

Board Director

Compliance Officer

Company Director

Private Equity Manager

Venture Capital Manager

Strategic Investment Manager

Corporate Development 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

Find the exact document you need

Token Subscription Agreement

An Indonesian law-governed agreement for the subscription and purchase of digital tokens, complying with local cryptocurrency and financial regulations.

find out more

Fund Subscription Agreement

An Indonesian law-governed agreement for subscription to investment fund units/shares, compliant with OJK regulations and Indonesian capital market laws.

find out more

Warrant Subscription Agreement

An Indonesian law-governed agreement for warrant issuance and subscription, compliant with OJK regulations and local securities laws.

find out more

Software As A Service Subscription Agreement

An Indonesian law-governed agreement establishing terms for cloud-based software service subscription, covering service delivery, data protection, and usage terms.

find out more

Advanced Subscription Agreement

An Indonesian law-governed Advanced Subscription Agreement outlining terms for future investment or service subscription, incorporating local regulatory requirements and investment protection mechanisms.

find out more

Note Subscription Agreement

An Indonesian law-governed agreement setting out terms for note subscription, including issuance, payment, and redemption terms in compliance with Indonesian securities regulations.

find out more

Subscription Service Agreement

An Indonesian law-governed agreement establishing terms for subscription-based services, including service delivery, payments, and data protection compliance.

find out more

Subscription And Shareholders Agreement

An Indonesian law-governed agreement combining share subscription terms and shareholders' arrangements, regulating both new investment and ongoing shareholder relationships.

find out more

Loan Note Subscription Agreement

An Indonesian law-governed agreement detailing terms for subscription to loan notes, including issuance, repayment, and security arrangements.

find out more

Shares Subscription Agreement

An Indonesian law-governed agreement detailing terms and conditions for new share issuance and subscription between a company and investor.

find out more

Subscription Contract

An Indonesian law-governed agreement establishing terms for recurring service or product delivery between provider and subscriber, compliant with local electronic transaction and consumer protection regulations.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.