Shareholder Agreement Template Indonesia

SHAREHOLDER AGREEMENT

This SHAREHOLDER AGREEMENT (this "Agreement") is made and entered into this [Day] day of [Month], [Year] (the "Effective Date"), by and among:

1. [Name of Shareholder 1], a company established under the laws of [Jurisdiction], having its registered office at [Address] (hereinafter referred to as "Shareholder A"); and
2. [Name of Shareholder 2], a company established under the laws of [Jurisdiction], having its registered office at [Address] (hereinafter referred to as "Shareholder B");
3. [Company Name], a limited liability company (Perseroan Terbatas) established under the laws of the Republic of Indonesia, having its registered office at [Address] (the "Company").

(Collectively referred to as the "Parties" and individually as a "Party").

RECITALS

WHEREAS, the Company is duly incorporated and validly existing under the laws of the Republic of Indonesia;

WHEREAS, the Shareholders collectively own 100% of the issued and paid-up capital of the Company;

WHEREAS, the Parties desire to set forth their respective rights, duties, and obligations regarding the management, operation, and governance of the Company, and the transfer of shares therein, in compliance with Law Number 40 of 2007 regarding Limited Liability Companies and its subsequent amendments ("Company Law").

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1. OPERATIONAL DEFINITIONS

1.1 "Affiliate" means any person or entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

1.2 "Board" means the Board of Directors of the Company.

1.3 "Business Day" means any day other than a Saturday, Sunday, or a day on which commercial banks are authorized or required to be closed in Jakarta, Indonesia.

1.4 "Deadlock" means a situation where a resolution at a General Meeting of Shareholders or a Board meeting fails to pass due to a lack of quorum or a tied vote on two consecutive occasions.

1.5 "Encumbrance" means any mortgage, pledge, lien, charge, security interest, or other encumbrance or restriction of any kind.

1.6 "Transfer" means any sale, assignment, transfer, gift, or other disposition of Shares, whether voluntary or involuntary.

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2. SUBSTANTIVE TERMS AND OBLIGATIONS

2.1 Capitalization: The Shareholders agree to contribute capital to the Company in the amount of [Amount in IDR] in accordance with the proportions set forth in the Company’s Articles of Association.

2.2 Governance: The management of the Company shall be vested in the Board of Directors, subject to the oversight of the Board of Commissioners. Reserved matters requiring unanimous Shareholder approval include: (a) amendment of the Articles of Association; (b) merger or liquidation; (c) issuance of new shares; and (d) incurrence of debt exceeding [Amount].

2.3 Representations and Warranties: Each Party represents and warrants that: (a) it has the full power and authority to enter into this Agreement; (b) this Agreement constitutes a legal, valid, and binding obligation; and (c) the performance of this Agreement will not violate any existing contract or law.

2.4 Dividend Policy: The Company shall distribute dividends to the Shareholders in accordance with the Company Law, subject to the recommendation of the Board and the approval of the General Meeting of Shareholders.

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3. DEFAULT, TERMINATION, AND REMEDIES

3.1 Event of Default: An Event of Default occurs if a Party (i) breaches any material provision of this Agreement, or (ii) becomes insolvent or files for bankruptcy.

3.2 Notice and Cure: The non-defaulting Party shall provide written notice to the defaulting Party. The defaulting Party shall have thirty (30) Business Days from the receipt of such notice to cure the breach.

3.3 Remedies: If the breach remains uncured, the non-defaulting Party may, at its sole discretion: (a) terminate this Agreement; (b) claim specific performance; or (c) pursue damages in accordance with the dispute resolution mechanism set forth herein.

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4. BOILERPLATE LEGAL PROVISIONS

4.1 Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall continue in full force and effect.

4.2 Entire Agreement: This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements, oral or written.

4.3 Force Majeure: No Party shall be liable for failure to perform obligations due to events beyond its reasonable control, including acts of God, war, or government regulation, provided the affected Party notifies the other Party promptly.

4.4 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Republic of Indonesia.

4.5 Dispute Resolution: Any dispute arising out of or in connection with this Agreement shall be settled by arbitration administered by the Indonesian National Board of Arbitration (BANI) in Jakarta, in accordance with its rules. The seat of arbitration shall be Jakarta, and the language shall be English.

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5. FORMAL EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date first written above.

For and on behalf of [Shareholder A]

Signature: __________________________ Name: [Name] Title: [Title]

For and on behalf of [Shareholder B]

Signature: __________________________ Name: [Name] Title: [Title]

For and on behalf of [Company Name]

Signature: __________________________ Name: [Name] Title: [Title]