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Pre Emption Rights Shareholders Agreement Template for Indonesia

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Key Requirements PROMPT example:

Pre Emption Rights Shareholders Agreement

"Need a Pre-Emption Rights Shareholders Agreement for our Indonesian technology startup that's receiving Series A funding in March 2025, including provisions for foreign venture capital investors and protecting founding shareholders' rights with a specific focus on tech industry compliance requirements."

Document background
The Pre-Emption Rights Shareholders Agreement is a crucial document for Indonesian companies (PT entities) where shareholders wish to maintain control over the ownership structure and prevent unwanted third parties from entering the shareholder group. This agreement is particularly important in the Indonesian business context, where companies must comply with specific regulatory requirements under Law No. 40 of 2007 and related regulations. The document outlines the process for share transfers, establishes pre-emptive rights for existing shareholders, and includes provisions for share valuation, approval mechanisms, and dispute resolution. It is commonly used in joint ventures, family businesses, and companies with multiple shareholders, providing protection for both majority and minority shareholders while ensuring compliance with Indonesian corporate law requirements.
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 and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Share Capital and Shareholding Structure: Details of current shareholding structure and share classes

5. Pre-emption Rights: Detailed procedures for exercising pre-emptive rights on share transfers

6. Transfer Restrictions: General restrictions on share transfers and permitted transfers

7. Transfer Process: Step-by-step process for implementing share transfers

8. Valuation: Methods for determining share value for transfers

9. Board Composition and Management: Structure and appointment rights for board members

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

11. Reserved Matters: List of actions requiring special shareholder approval

12. Confidentiality: Obligations regarding company and shareholder information

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

14. Governing Law and Dispute Resolution: Applicable law and dispute resolution mechanisms

15. General Provisions: Standard boilerplate clauses including notices, amendments, etc.

Optional Sections

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

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

3. Anti-dilution Protection: Protections against shareholding dilution in new share issuances

4. Strategic Investor Provisions: Special rights for strategic investors if applicable

5. Dividend Policy: Specific arrangements for dividend distributions if agreed

6. Non-Compete and Non-Solicitation: Restrictions on competitive activities if relevant

7. Information Rights: Special information access rights for certain shareholders

8. Exit Provisions: Specific arrangements for company sale or IPO

9. Deadlock Resolution: Procedures for resolving shareholder deadlocks

Suggested Schedules

1. Schedule 1 - Share Capital and Shareholding Structure: Detailed breakdown of current shareholding

2. Schedule 2 - Deed of Adherence: Template for new shareholders joining the agreement

3. Schedule 3 - Reserved Matters: Comprehensive list of matters requiring special approval

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

5. Schedule 5 - Valuation Methodology: Detailed procedures for share valuation

6. Schedule 6 - Transfer Notice Form: Template for notifying intention to transfer shares

7. Schedule 7 - Company Information: Key company details and registration information

8. Appendix A - Key Performance Indicators: Agreed business performance metrics if applicable

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

Financial Services

Real Estate

Consumer Goods

Healthcare

Energy

Infrastructure

Agriculture

Mining

Retail

E-commerce

Education

Transportation

Telecommunications

Relevant Teams

Legal

Corporate Secretarial

Finance

Compliance

Corporate Governance

Investment

Business Development

Strategy

Executive Leadership

Board of Directors

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Corporate Secretary

General Counsel

Legal Director

Chief Financial Officer

Investment Director

Shareholder Relations Manager

Corporate Governance Officer

Board Director

Managing Director

Company Director

Legal Counsel

Investment Manager

Corporate Lawyer

Compliance Officer

Business Development Director

Strategy 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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