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The Shareholder Promissory Note is commonly used in Indonesian corporate practice when shareholders need to formalize debt arrangements within a company's ownership structure. This document is particularly relevant in situations where traditional bank financing may not be suitable or available, or when shareholders wish to maintain greater control over financing terms. The note must comply with Indonesian legal requirements, including the Civil Code (Kitab Undang-undang Hukum Perdata) and corporate laws, while documenting key financial terms such as principal amount, interest rate, payment schedule, and default provisions. It's frequently used in corporate restructuring, expansion financing, or when shareholders need to formalize existing monetary obligations. The document can be adapted to include security arrangements and may require registration with relevant authorities depending on the transaction structure.

1. Parties: Identification of the Maker (debtor/promisor) and the Payee (creditor/promisee) including their complete legal names, addresses, and roles as shareholders

2. Background: Brief context of the shareholder relationship and the circumstances leading to the issuance of the promissory note

3. Definitions: Key terms used in the document including but not limited to Payment Date, Principal Amount, Interest Rate, and Default

4. Promise to Pay: Clear statement of the unconditional promise to pay, specifying the principal amount and currency

5. Payment Terms: Details of payment schedule, including due date(s), installment amounts if applicable, and payment method

6. Interest: Interest rate, calculation method, and payment schedule for interest

7. Events of Default: Circumstances constituting default and consequences thereof

8. Remedies: Rights and remedies available to the Payee in case of default

9. Representations and Warranties: Basic representations regarding authority to enter into the agreement and validity of the obligation

10. Notices: Method and addresses for formal communications between parties

11. Governing Law: Specification of Indonesian law as governing law and jurisdiction for disputes

12. Execution: Signature blocks with required formalities under Indonesian law