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Pre Incorporation Founders Agreement Template for Indonesia

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Key Requirements PROMPT example:

Pre Incorporation Founders Agreement

"I need a Pre-Incorporation Founders Agreement for a technology startup in Indonesia with three co-founders (two local, one foreign), where we're planning to develop a SaaS platform and seek venture capital funding by March 2025, with specific provisions for IP protection and founder vesting schedules."

Document background
The Pre-Incorporation Founders Agreement is a critical document used in Indonesia when two or more individuals plan to establish a business venture together but haven't yet formally incorporated the company. This agreement is particularly important in the Indonesian business context as it provides legal protection and clarity during the pre-incorporation phase, ensuring compliance with Law No. 40 of 2007 on Limited Liability Companies. The document typically addresses key aspects such as ownership distribution, capital commitments, roles and responsibilities, intellectual property rights, and confidentiality obligations. It serves as a roadmap for the formal incorporation process while protecting the interests of all founding members during the crucial early stages of business formation. The agreement becomes especially vital when dealing with technology startups, foreign investment considerations, or complex ownership structures.
Suggested Sections

1. Parties: Identifies and provides details of all founding members entering into the agreement

2. Background: Outlines the context and purpose of the agreement, including the intention to incorporate a company

3. Definitions: Defines key terms used throughout the agreement

4. Business Concept: Describes the proposed business venture and its core objectives

5. Roles and Responsibilities: Defines each founder's role, duties, and commitments to the venture

6. Capital Contributions: Details the initial and future capital contributions of each founder

7. Ownership Structure: Specifies the agreed ownership percentages and share structure

8. Decision Making: Establishes the process for making key business decisions pre-incorporation

9. Intellectual Property Rights: Addresses ownership and protection of IP developed before and during the pre-incorporation period

10. Confidentiality: Establishes confidentiality obligations regarding business information

11. Non-Compete and Non-Solicitation: Sets out restrictions on competitive activities and solicitation

12. Company Formation: Outlines the process and timeline for formal company incorporation

13. Termination: Specifies circumstances and procedures for terminating the agreement

14. Governing Law and Dispute Resolution: Specifies Indonesian law as governing law and defines dispute resolution mechanisms

Optional Sections

1. Vesting Provisions: Include when founders agree to vest their shares over time to ensure long-term commitment

2. External Investment: Include when there are plans to seek external investment pre-incorporation

3. Founder Exit Provisions: Include detailed procedures for founder departure if there's a significant risk of early exit

4. Special Rights and Privileges: Include when certain founders are to have special voting or other rights

5. Employment Terms: Include when founders will be employed by the company post-incorporation

6. Intellectual Property Assignment: Include when specific IP needs to be transferred from founders to the company

7. Foreign Investment Provisions: Include when any founders are foreign nationals or foreign investment is contemplated

Suggested Schedules

1. Schedule A - Business Plan: Detailed business plan including market analysis and financial projections

2. Schedule B - Capital Contribution Schedule: Detailed breakdown of each founder's capital contributions and timeline

3. Schedule C - Founder Details: Complete biographical and contact information for all founders

4. Schedule D - IP Schedule: List and description of all intellectual property being contributed

5. Schedule E - Incorporation Timeline: Detailed timeline and milestones for company incorporation

6. Appendix 1 - Company Structure: Proposed corporate structure and governance framework

7. Appendix 2 - Founder Resumes: Professional backgrounds and qualifications of all founders

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 and Software

E-commerce

Professional Services

Manufacturing

Financial Services

Healthcare

Education

Retail

Consulting

Media and Entertainment

Food and Beverage

Real Estate

Relevant Teams

Legal

Corporate Affairs

Executive Leadership

Business Development

Strategy

Compliance

Finance

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Chief Financial Officer

Chief Operating Officer

Business Development Director

Legal Counsel

Corporate Lawyer

Startup Founder

Managing Partner

Investment Director

Company Secretary

Venture Capitalist

Business Angel

Entrepreneurship Advisor

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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