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Venture Capital Shareholders Agreement

Venture Capital Shareholders Agreement Template for Indonesia

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Key Requirements PROMPT example:

Venture Capital Shareholders Agreement

"I need a Venture Capital Shareholders Agreement for a Series B investment round closing in March 2025, where a US-based VC firm is investing $5M in our Indonesian fintech startup, with specific provisions for foreign ownership compliance and future IPO preparations."

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Document background
The Venture Capital Shareholders Agreement is a crucial document used when a company receives venture capital investment in Indonesia. It serves as the primary governing document for the relationship between investors, existing shareholders, and the company, structured in compliance with Indonesian corporate law and investment regulations. The agreement typically follows an investment term sheet and includes detailed provisions on share subscription, corporate governance, shareholder rights, transfer restrictions, and exit mechanisms. It must account for specific Indonesian regulatory requirements, including foreign ownership limitations and OJK regulations. The document is particularly important in establishing clear mechanisms for investor protection while ensuring operational flexibility for the company's growth.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the Company, Founders, Investors and any other shareholders

2. Background: Context of the investment, company's business, and purpose of the agreement

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

4. Investment Terms: Details of the investment amount, valuation, and share subscription terms

5. Completion: Conditions precedent, completion mechanics, and timing of the investment

6. Warranties and Representations: Warranties given by the Company, Founders, and other shareholders

7. Corporate Governance: Board composition, appointment rights, reserved matters, and voting arrangements

8. Shareholders Rights and Obligations: Key rights including pre-emptive rights, anti-dilution, and tag-along rights

9. Share Transfer Restrictions: Limitations on share transfers and right of first refusal provisions

10. Exit and Liquidity Rights: Drag-along rights, IPO provisions, and other exit mechanisms

11. Information Rights: Investors' rights to financial and operational information

12. Confidentiality: Provisions regarding confidential information and its protection

13. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation

14. Term and Termination: Duration of the agreement and termination provisions

15. General Provisions: Boilerplate clauses including notices, amendments, and governing law

Optional Sections

1. Founder Vesting: Include when founders' shares are subject to vesting arrangements

2. ESOP Provisions: Include when the company has or plans to implement an employee stock option plan

3. Strategic Rights: Include for strategic investors requiring specific commercial rights or partnerships

4. Foreign Investment Provisions: Include when there are foreign investors to address specific regulatory requirements

5. Multiple Closing Provisions: Include when the investment will occur in multiple tranches

6. Intellectual Property Rights: Include detailed IP provisions for technology-focused companies

7. Put Option Rights: Include when investors require specific exit rights through put options

8. Environmental and Social Governance: Include when investors have specific ESG requirements

Suggested Schedules

1. Schedule 1: Cap Table: Pre and post-investment shareholding structure

2. Schedule 2: Warranties: Detailed warranties given by the Company and Founders

3. Schedule 3: Reserved Matters: List of decisions requiring special approval

4. Schedule 4: Company Information: Key company details including corporate information and material contracts

5. Schedule 5: Completion Requirements: Detailed completion checklist and required documents

6. Schedule 6: Business Plan: Company's business plan and financial projections

7. Schedule 7: Key Performance Indicators: Agreed KPIs for monitoring company performance

8. Schedule 8: Form of Deed of Adherence: Template for new shareholders joining the agreement

9. Appendix A: Board Regulations: Detailed procedures for board meetings and operations

10. Appendix B: Reporting Requirements: Format and timing of required financial and operational reports

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Affiliate
Anti-Dilution Rights
Articles of Association
Board
Board of Commissioners
Business Day
Business Plan
Capital Increase
Completion
Completion Date
Confidential Information
Control
Deed of Adherence
Dilution
Drag-along Rights
Encumbrance
ESOP
Event of Default
Exit Event
Fair Market Value
Financial Year
Founder
General Meeting of Shareholders
Group
Indonesian GAAP
Investment Amount
Investor Directors
Investor Shares
IPO
Key Management
Material Adverse Effect
New Securities
OJK
Ordinary Shares
Permitted Transferee
Pre-emptive Rights
Preference Shares
Pro Rata Share
Qualified IPO
Reserved Matters
Rupiah
Securities
Share Capital
Shareholders
Shareholders Agreement
Subscription Price
Subsidiary
Tag-along Rights
Term
Territory
Transfer
Valuation
Voting Rights
Warranties
Clauses
Investment Terms
Share Subscription
Consideration
Conditions Precedent
Completion Obligations
Warranties and Representations
Board Composition
Reserved Matters
Shareholder Meetings
Information Rights
Pre-emptive Rights
Anti-dilution
Share Transfer Restrictions
Tag-along Rights
Drag-along Rights
Exit Rights
Put Option
ESOP Provisions
Non-competition
Non-solicitation
Confidentiality
Intellectual Property
Founder Commitments
Corporate Governance
Dividend Policy
Financial Matters
Regulatory Compliance
Foreign Investment Requirements
Default
Deadlock Resolution
Term and Termination
Force Majeure
Indemnification
Dispute Resolution
Governing Law
Notices
Assignment
Amendment
Severability
Entire Agreement
Costs and Expenses
Relevant Industries

Technology

E-commerce

Financial Technology

Healthcare

Education Technology

Clean Energy

Agriculture Technology

Manufacturing

Consumer Goods

Digital Media

Software Development

Biotechnology

Logistics

Retail Technology

Relevant Teams

Legal

Finance

Corporate Development

Investment

Compliance

Board of Directors

Executive Leadership

Corporate Secretary Office

Risk Management

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Investment Director

Corporate Secretary

Managing Partner

Investment Manager

Legal Counsel

Compliance Officer

Board Director

Chief Operating Officer

Investment Associate

Deal Principal

Portfolio Manager

Financial Controller

Industries
Law No. 40 of 2007 on Limited Liability Companies (Company Law): The fundamental law governing corporate entities in Indonesia, including company structure, shareholders' rights, corporate governance, and general meeting of shareholders requirements
Presidential Regulation No. 44 of 2016 on Negative Investment List: Specifies business sectors that are closed or conditionally open to foreign investment, which is crucial for determining investment structure and ownership limitations
OJK Regulation No. 35/POJK.05/2015: Specific regulation on venture capital business operations in Indonesia, including requirements for venture capital companies and their investment activities
Law No. 25 of 2007 on Investment: Provides the legal framework for both domestic and foreign investment in Indonesia, including investment protections and requirements
OJK Regulation No. 15/POJK.04/2020: Regulates shareholders' rights and requirements for general meeting of shareholders, particularly important for corporate governance provisions
Law No. 24 of 2019 on Creative Economy: Relevant for venture capital investments in technology and creative industry sectors, providing specific considerations for these sectors
Bank Indonesia Regulation No. 17/3/PBI/2015: Governs foreign exchange transactions and mandatory use of Rupiah, which affects investment structuring and fund transfers
OJK Regulation No. 37/POJK.04/2018: Regulates equity crowdfunding platforms and alternative financing methods, which may be relevant for early-stage venture capital investments
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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