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Partnership Shareholder Agreement Template for Indonesia

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Key Requirements PROMPT example:

Partnership Shareholder Agreement

"I need a Partnership Shareholder Agreement for a tech startup in Indonesia, where we have three local founders and one Singapore-based investor, with provisions for future funding rounds and specific protections for minority shareholders."

Document background
The Partnership Shareholder Agreement is a fundamental document used when establishing or formalizing a business partnership in Indonesia. It is particularly crucial in scenarios involving multiple shareholders, whether domestic or foreign, who wish to clearly define their rights, responsibilities, and relationships within the company structure. This document becomes essential when partners need to establish clear governance mechanisms, protect minority shareholder rights, and ensure smooth business operations under Indonesian law. It addresses key aspects such as capital contributions, management control, profit sharing, and exit strategies, while ensuring compliance with Indonesian corporate regulations, including the Company Law (Law No. 40 of 2007) and Investment Law (Law No. 25 of 2007). The agreement is especially relevant for joint ventures, family businesses transitioning to formal structures, and companies seeking to bring in new strategic partners.
Suggested Sections

1. Parties: Identification of all shareholders and the company, including registration details and addresses

2. Background: Context of the agreement, including company formation, business purpose, and partnership objectives

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

4. Capital Structure: Details of share capital, classes of shares, and initial shareholding percentages

5. Shareholder Contributions: Specifications of initial and future capital contributions, including timing and nature of contributions

6. Management and Governance: Structure of company management, board composition, and decision-making processes

7. Shareholders' Rights and Obligations: Core rights and duties of shareholders, including voting rights and participation in management

8. Transfer of Shares: Rules and restrictions regarding share transfers, including right of first refusal and tag-along/drag-along rights

9. Reserved Matters: List of decisions requiring special majority or unanimous shareholder approval

10. Dividend Policy: Framework for profit distribution and dividend declarations

11. Confidentiality: Obligations regarding confidential information and trade secrets

12. Dispute Resolution: Procedures for resolving disputes between shareholders

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

14. General Provisions: Standard legal provisions including notices, amendments, and governing law

Optional Sections

1. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee solicitation, used when partners have other business interests

2. Intellectual Property Rights: Allocation of IP rights, used when the business involves significant IP assets

3. Foreign Investment Provisions: Special provisions required when foreign shareholders are involved

4. Exit Mechanisms: Detailed procedures for shareholder exits, including IPO provisions, used for larger partnerships

5. Dead-lock Resolution: Special procedures for resolving management deadlocks, important for 50-50 partnerships

6. Put and Call Options: Rights to force purchase or sale of shares, used in partnerships with anticipated exit needs

7. Performance Targets: Specific business targets and consequences, used when partnership includes performance-based elements

8. Additional Funding Provisions: Procedures for future funding rounds, used when business plan anticipates need for additional capital

Suggested Schedules

1. Schedule 1: Share Capital and Shareholding Structure: Detailed breakdown of share classes, numbers, and ownership percentages

2. Schedule 2: Initial Business Plan: Detailed business plan and financial projections

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

4. Schedule 4: Board Charter: Detailed procedures for board operations and meetings

5. Schedule 5: Deed of Adherence: Template for new shareholders joining the agreement

6. Schedule 6: Valuation Methodology: Agreed methods for share valuation in various scenarios

7. Schedule 7: Key Performance Indicators: Specific metrics for measuring business and management performance

8. Appendix A: Company Articles of Association: Current articles of association of the company

9. Appendix B: Shareholder Details: Detailed information about each shareholder including contact information and tax status

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

Technology

Manufacturing

Real Estate

Retail

Professional Services

Financial Services

Agriculture

Mining

Construction

Healthcare

Education

Hospitality

E-commerce

Transportation

Energy

Relevant Teams

Legal

Corporate Secretariat

Finance

Compliance

Risk Management

Corporate Governance

Business Development

Investment Relations

Board Secretariat

Executive Management

Relevant Roles

Chief Executive Officer

Managing Director

Chief Financial Officer

Legal Director

Corporate Secretary

Business Development Director

Investment Manager

Compliance Officer

Board Member

Shareholder Relations Manager

Partnership Manager

Corporate Governance Officer

Risk Management Officer

General Counsel

Company Director

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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