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Company Shareholder Agreement Template for Indonesia

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Key Requirements PROMPT example:

Company Shareholder Agreement

"I need a Company Shareholder Agreement for my Indonesian tech startup with three local co-founders, where we'll each initially hold equal shares (33.33% each), with provisions for future funding rounds and employee stock options to be implemented by March 2025."

Document background
The Company Shareholder Agreement serves as a fundamental document in Indonesian corporate governance, typically used when establishing new companies, bringing in new shareholders, or formalizing existing shareholder arrangements. This document is essential under Indonesian law, particularly Law No. 40 of 2007 on Limited Liability Companies, and becomes especially critical when dealing with multiple shareholders, foreign investment, or complex corporate structures. It provides a comprehensive framework for shareholder relations, corporate governance, and business operations, including detailed provisions for share transfers, voting rights, board composition, and dispute resolution. The agreement must be carefully drafted to ensure compliance with Indonesian investment regulations, particularly when foreign shareholders are involved, and should align with the company's Articles of Association and other corporate documents.
Suggested Sections

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

2. Background: Context of the agreement, including company information and purpose of the arrangement

3. Definitions: Definitions of key terms used throughout the agreement

4. Share Capital and Shareholding Structure: Details of the company's share capital, classes of shares, and current shareholding structure

5. Shareholders' Rights and Obligations: Core rights and obligations of shareholders, including voting rights and capital contribution requirements

6. Board Composition and Management: Structure and appointment of board of directors and commissioners, management rights

7. Shareholder Meetings: Procedures for conducting shareholder meetings, voting mechanisms, and quorum requirements

8. Transfer of Shares: Basic rules and restrictions regarding the transfer of shares, including right of first refusal

9. Dividend Policy: Framework for dividend declarations and distributions

10. Confidentiality: Obligations regarding company and shareholder confidential information

11. Dispute Resolution: Procedures for resolving disputes between shareholders

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

13. Governing Law: Specification of Indonesian law as governing law and relevant jurisdiction

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Tag-Along and Drag-Along Rights: Rights of minority shareholders to join in sale of shares (tag-along) or be forced to sell (drag-along) - used when there are minority shareholders

2. Anti-Dilution Protection: Provisions protecting shareholders from dilution in case of new share issuances - important for minority shareholders

3. Preemptive Rights: Right of existing shareholders to maintain their percentage ownership by purchasing new shares - used when future capital raises are anticipated

4. Dead-Lock Resolution: Specific procedures for resolving board or shareholder deadlocks - important for 50/50 joint ventures

5. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances - used for exit planning

6. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee solicitation - important for operational businesses

7. Intellectual Property Rights: Provisions regarding ownership and use of IP - important for technology companies

8. Foreign Investment Provisions: Special provisions required for foreign shareholders - used when foreign investment is involved

Suggested Schedules

1. Schedule 1 - Share Capital Details: Detailed breakdown of share capital, including share numbers, classes, and values

2. Schedule 2 - Shareholder Information: Complete details of all shareholders including contact information and shareholding

3. Schedule 3 - Reserved Matters: List of decisions requiring special majority or unanimous approval

4. Schedule 4 - Board Charter: Detailed procedures for board operations and decision-making

5. Schedule 5 - Business Plan: Initial business plan and procedures for future updates

6. Schedule 6 - Deed of Adherence: Template for new shareholders to join the agreement

7. Schedule 7 - Company Valuation Methodology: Agreed methods for valuing shares for transfers or exits

8. Appendix A - Company Articles of Association: Copy of the company's current articles of association

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 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

Manufacturing

Technology

Financial Services

Real Estate

Mining

Agriculture

Retail

Healthcare

Education

Transportation

Energy

Telecommunications

Construction

Professional Services

Tourism

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Board of Directors

Board of Commissioners

Compliance

Finance

Corporate Governance

Risk Management

Investor Relations

Corporate Affairs

Business Development

Relevant Roles

Chief Executive Officer

Managing Director

Corporate Secretary

Legal Counsel

Chief Financial Officer

Board Director

Commissioner

Compliance Officer

Investment Manager

Corporate Governance Officer

Shareholder Relations Manager

Business Development Director

Company Director

General Counsel

Risk Management Officer

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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