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Partnership Share Agreement
"I need a Partnership Share Agreement for a tech startup in Jakarta, where three founding partners will hold different share percentages (51%, 29%, and 20%), with specific provisions for future funding rounds and anti-dilution protection."
1. Parties: Identification of all partnership parties, including full legal names, registration numbers, and addresses
2. Background: Context of the partnership formation, business objectives, and current situation leading to the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules for interpreting the document
4. Partnership Structure: Details of the partnership type, roles, and responsibilities of each partner
5. Share Capital and Contributions: Specification of total share capital, partner contributions, and share allocation
6. Share Rights and Restrictions: Rights attached to shares, voting rights, dividend rights, and transfer restrictions
7. Management and Decision Making: Governance structure, management responsibilities, and decision-making processes
8. Financial Matters: Financial management, profit sharing, losses, accounting practices, and audit requirements
9. Transfer of Shares: Procedures and restrictions for transferring shares, including right of first refusal
10. Representations and Warranties: Partners' statements and guarantees regarding their capacity and authority
11. Confidentiality: Protection of partnership's confidential information and trade secrets
12. Term and Termination: Duration of partnership and circumstances allowing termination
13. Dispute Resolution: Procedures for resolving disputes between partners
14. Governing Law: Specification of Indonesian law as governing law and jurisdiction
15. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability
1. Tag-Along Rights: Include when minority shareholders need protection to join in sale of majority shares
2. Drag-Along Rights: Include when majority shareholders need right to force minority to join in sale
3. Anti-Dilution Provisions: Include when protecting against share value dilution is important
4. Intellectual Property Rights: Include when the partnership involves significant IP assets
5. Non-Competition: Include when partners should be restricted from competing activities
6. Dead-Lock Resolution: Include when equal partnership requires specific deadlock breaking mechanisms
7. Put and Call Options: Include when partners want specific share purchase rights/obligations
8. Foreign Investment Provisions: Include when any partner is a foreign entity
1. Schedule 1: Share Capital and Shareholding Structure: Detailed breakdown of share capital, classes of shares, and ownership percentages
2. Schedule 2: Initial Business Plan: Detailed business plan including financial projections and operational strategies
3. Schedule 3: Reserved Matters: List of decisions requiring special majority or unanimous consent
4. Schedule 4: Share Valuation Methodology: Agreed methods for valuing shares for transfers or exits
5. Schedule 5: Management Structure: Detailed organizational structure and management positions
6. Appendix A: Partner Information: Detailed information about each partner including KYC documents
7. Appendix B: Assets Schedule: List of assets contributed by each partner to the partnership
8. Appendix C: Required Licenses and Permits: List of regulatory approvals and licenses required for operation
Authors
Technology
Manufacturing
Agriculture
Mining
Real Estate
Retail
Financial Services
Healthcare
Education
Hospitality
E-commerce
Infrastructure
Energy
Transportation
Digital Services
Legal
Corporate Affairs
Finance
Compliance
Risk Management
Business Development
Strategy
Investment
Corporate Governance
Shareholder Relations
Chief Executive Officer
Managing Director
Legal Counsel
Corporate Secretary
Chief Financial Officer
Investment Manager
Business Development Director
Partnership Manager
Compliance Officer
Risk Manager
Board Member
Company Director
Shareholder Relations Manager
Corporate Governance Officer
Strategy Director
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