The Shareholders Agreement Joint Venture is a crucial document used when two or more parties decide to establish a joint business venture in Indonesia. This agreement is essential for both domestic and foreign investors seeking to collaborate in the Indonesian market, providing a comprehensive framework for their business relationship. It must comply with Indonesian corporate law, particularly Law No. 40 of 2007 on Limited Liability Companies and Law No. 25 of 2007 on Investment. The document addresses key aspects such as shareholding structure, corporate governance, capital contributions, profit distribution, and dispute resolution mechanisms. It's particularly important given Indonesia's foreign investment restrictions and local content requirements, requiring careful consideration of both local and international business practices.
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1. Parties: Identification of all shareholders and the JV company
2. Background: Context of the joint venture formation and shareholders' intention
3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules
4. Share Capital and Shareholding Structure: Details of issued shares, shareholding percentages, and share classes
5. Subscription and Payment of Shares: Terms for share subscription, payment obligations, and capital contribution schedules
6. Corporate Governance: Board structure, appointment rights, and management provisions
7. Shareholders Meetings: Procedures for general and extraordinary shareholders meetings, voting rights and quorum requirements
8. Reserved Matters: Actions requiring special approval from specific shareholders or unanimous consent
9. Business Plan and Funding: Initial business plan, future funding requirements, and funding mechanisms
10. Distribution Policy: Dividend policy and profit distribution principles
11. Transfer of Shares: Restrictions on share transfers, right of first refusal, and tag-along/drag-along rights
12. Deadlock Resolution: Procedures for resolving fundamental disagreements between shareholders
13. Termination: Circumstances allowing termination and consequences
14. Confidentiality: Protection of confidential information and trade secrets
15. Governing Law and Dispute Resolution: Choice of law and dispute resolution mechanisms
16. General Provisions: Standard clauses including notices, amendments, and language requirements
1. Non-Compete and Non-Solicitation: Restrictions on competing activities and employee solicitation - include when shareholders have other business interests
2. Intellectual Property Rights: IP ownership and licensing provisions - include when JV involves significant IP
3. Technology Transfer: Terms for technology transfer between shareholders and JV - include for technical/manufacturing JVs
4. Local Content Requirements: Compliance with Indonesian local content requirements - include for manufacturing or regulated industries
5. Export Restrictions: Export limitations and requirements - include when JV involves international trade
6. Environmental Compliance: Environmental obligations and compliance - include for industrial or resource-based JVs
7. Employee Matters: Key employee appointments and secondment terms - include when involving significant staff transfers
8. Put and Call Options: Share purchase options - include when shareholders want exit flexibility
1. Share Capital Details: Detailed breakdown of shareholding structure and share classes
2. Initial Business Plan: Detailed business plan including financial projections
3. Board Charter: Detailed procedures for board operations and decision-making
4. Reserved Matters List: Comprehensive list of matters requiring special approval
5. Key Performance Indicators: Agreed performance metrics for the JV
6. Initial Budget: Detailed budget for the first operational period
7. Shareholder Loans Terms: Terms and conditions for any shareholder loans
8. Form of Deed of Adherence: Template for new shareholders joining the agreement
9. Technical Services Agreement: Terms for technical support if applicable
10. Management Services Agreement: Terms for management services if applicable
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology
Infrastructure
Mining and Resources
Agriculture
Financial Services
Healthcare
Retail and Consumer
Energy
Telecommunications
Real Estate and Property
Automotive
Education
Tourism and Hospitality
Relevant Teams
Legal
Corporate Affairs
Finance
Investment
Compliance
Business Development
Strategy
Operations
Board Secretariat
Risk Management
Corporate Governance
Mergers and Acquisitions
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Investment Director
Business Development Director
Managing Director
Finance Director
Legal Counsel
Corporate Lawyer
Investment Manager
Compliance Officer
Board Member
Shareholder Representative
Joint Venture Manager
Strategy Director
Operations Director
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