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Share Allocation Agreement Template for Indonesia

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Key Requirements PROMPT example:

Share Allocation Agreement

"I need a Share Allocation Agreement for my Indonesian technology startup to allocate 15% of company shares to a foreign venture capital investor, with standard drag-along rights and a 24-month lock-up period starting March 2025."

Document background
The Share Allocation Agreement is a crucial document in Indonesian corporate transactions, used when a company wishes to issue and allocate new shares to specific recipients. This document is particularly important in the context of Indonesian corporate law, which requires formal documentation of share issuances and transfers. The agreement needs to comply with Law No. 40 of 2007 on Limited Liability Companies and related regulations, including specific requirements for foreign investment if applicable. It typically includes detailed provisions about the shares being allocated, payment terms, conditions precedent, and completion requirements. The Share Allocation Agreement is commonly used in various scenarios including capital raises, employee share schemes, strategic investments, and corporate restructuring, requiring careful consideration of both regulatory compliance and commercial objectives.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including the company issuing shares and the recipient(s)

2. Background: Context of the share allocation, including company details, basis for the allocation, and any relevant corporate approvals

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

4. Share Allocation Details: Specific details of shares being allocated, including number, class, and nominal value

5. Consideration: Details of any payment or consideration for the shares

6. Conditions Precedent: Any conditions that must be met before the share allocation becomes effective

7. Implementation: Process and timeline for implementing the share allocation

8. Representations and Warranties: Standard representations and warranties from both parties

9. Covenants: Ongoing obligations of the parties

10. Completion: Actions to be taken at completion of the share allocation

11. Governing Law and Jurisdiction: Confirmation of Indonesian law as governing law and jurisdiction details

12. Notices: Process for giving notices under the agreement

13. General Provisions: Standard boilerplate provisions

14. Execution: Signature blocks and execution formalities

Optional Sections

1. Tag-Along Rights: Optional section for minority shareholder protection, relevant when there are multiple shareholders

2. Drag-Along Rights: Optional section for majority shareholder rights, relevant when there are multiple shareholders

3. Pre-emptive Rights: Optional section detailing rights of existing shareholders to maintain their percentage ownership

4. Lock-up Period: Optional section restricting transfer of allocated shares for a specific period

5. Foreign Investment Provisions: Required only if the share recipient is a foreign investor

6. Tax Provisions: Detailed tax arrangements, required if specific tax treatment is agreed

7. Shareholder Approval: Required only if shareholder approval is needed under the company's articles

8. Anti-dilution Protection: Optional protection against future share issuances, relevant for strategic investors

Suggested Schedules

1. Share Details Schedule: Detailed description of shares being allocated, including class rights and restrictions

2. Corporate Authorizations: Copies of relevant board and shareholder resolutions

3. Conditions Precedent Checklist: List of all conditions to be satisfied before completion

4. Completion Checklist: List of all documents to be delivered and actions to be taken at completion

5. Form of Share Certificate: Template of the share certificate to be issued

6. Deed of Adherence: If required, form of deed binding the recipient to existing shareholder agreements

7. Company Constitutional Documents: Copies of articles of association and other relevant constitutional documents

8. Disclosure Letter: Disclosures against the warranties given in the agreement

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

Banking & Financial Services

Technology

Manufacturing

Real Estate

Mining & Resources

Retail & Consumer

Healthcare

Infrastructure

Agriculture

Education

Transportation & Logistics

Energy

Telecommunications

Professional Services

Media & Entertainment

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Corporate Governance

Investment

Board of Directors

Corporate Finance

Shareholder Relations

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Company Director

Investment Manager

Compliance Officer

Finance Director

Corporate Governance Officer

Board Member

General Counsel

Financial Controller

Investment Director

Managing Director

Head of Legal

Head of Corporate Finance

Company Secretary

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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