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Equity Ownership Agreement Template for Indonesia

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Key Requirements PROMPT example:

Equity Ownership Agreement

"I need an Equity Ownership Agreement for a tech startup in Jakarta, where a foreign investor is acquiring 35% ownership, subject to Indonesian foreign investment restrictions, with completion planned for March 2025."

Document background
The Equity Ownership Agreement serves as a fundamental legal instrument in Indonesian corporate transactions, essential for documenting and executing share transfers, investments, and ownership changes in companies. This document is crucial when shareholders are selling or transferring their ownership stakes, when new investors are joining a company, or during corporate restructuring. The agreement must comply with Indonesian regulatory requirements, particularly Law No. 40 of 2007 on Limited Liability Companies and investment regulations, including specific provisions for foreign ownership limitations where applicable. It typically includes detailed terms on share valuation, transfer mechanics, shareholder rights, governance structures, and various protective provisions for all parties involved. The document is particularly important in Indonesia's business environment, where clear documentation of ownership and compliance with local regulatory requirements is essential for both domestic and international transactions.
Suggested Sections

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

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

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

4. Sale and Purchase of Shares: Details of the share transfer, including number of shares, price, and payment terms

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

6. Representations and Warranties: Statements of fact and assurances from all parties regarding their capacity, authority, and share ownership

7. Pre-emptive Rights: Existing shareholders' rights regarding future share transfers and issuances

8. Share Transfer Restrictions: Limitations and procedures for future transfers of shares

9. Corporate Governance: Management structure, board composition, and voting rights

10. Shareholder Meetings: Procedures for conducting shareholder meetings and voting

11. Confidentiality: Obligations regarding confidential information

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

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

14. Execution: Signature blocks and execution formalities

Optional Sections

1. Tag-Along Rights: Rights of minority shareholders to join in sale of majority stakes - include when protecting minority shareholders

2. Drag-Along Rights: Rights of majority shareholders to force minorities to join in sale - include for majority protection

3. Anti-dilution Provisions: Protection against share value dilution - include for investment-heavy agreements

4. Dividend Policy: Specific arrangements for profit distribution - include when parties want predetermined dividend arrangements

5. Put and Call Options: Rights to force sale or purchase of shares - include when parties want exit mechanisms

6. Non-competition: Restrictions on competitive activities - include when shareholders are industry players

7. Management Participation: Specific management rights or obligations - include when shareholders will be involved in management

8. Foreign Investment Provisions: Specific provisions for foreign investors - include when foreign parties are involved

Suggested Schedules

1. Schedule 1 - Share Capital Structure: Detailed breakdown of current and post-completion share capital structure

2. Schedule 2 - Company Information: Key corporate details including registration numbers, addresses, and directors

3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required for completion

4. Schedule 4 - Warranties: Detailed warranties given by the parties

5. Schedule 5 - Reserved Matters: List of decisions requiring special majority or unanimous approval

6. Appendix A - Share Certificate Forms: Template forms for new share certificates

7. Appendix B - Board Resolution: Pro-forma board resolutions approving the share transfer

8. Appendix C - Deed of Adherence: Template for new shareholders joining the agreement in the future

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


















































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Relevant Industries

Technology

Manufacturing

Financial Services

Real Estate

Mining

Agriculture

Retail

Healthcare

Education

Transportation

Energy

Telecommunications

Construction

Professional Services

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Investment

Mergers & Acquisitions

Board of Directors

Executive Leadership

Shareholder Relations

Corporate Governance

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Investment Director

Merger & Acquisitions Manager

Company Director

Board Member

Corporate Lawyer

Investment Manager

Compliance Officer

Managing Director

Finance Director

Business Development Director

Company Secretary

General Counsel

Shareholder Relations 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, 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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