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.
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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
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
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
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