SHA Drafting
Comprehensive shareholders' agreements — governance, deadlocks, transfer restrictions, and exit mechanisms.
Surabaya · East Java · Indonesia
Shareholder Agreement Lawyer Surabaya — SHA Drafting & Governance
Integra Law Office drafts and negotiates shareholder agreements for companies in Surabaya — covering governance, deadlocks, transfer restrictions, exit mechanisms, and minority protections. We create clear, enforceable frameworks that protect our clients' interests in East Java businesses.
Shareholder agreements for Surabaya companies.
A shareholder agreement (SHA) is the most important document in any multi-shareholder company. It defines how the company is governed, how decisions are made, how shares can be transferred, and what happens when shareholders disagree. Without a well-drafted SHA, disputes between shareholders can paralyse the company.
In Surabaya, we see the consequences of inadequate shareholder agreements regularly: companies unable to make decisions because of deadlocks, minority shareholders squeezed out by controlling shareholders, and partners unable to exit because there is no buyout mechanism. These situations are costly and often destroy the business.
We draft, review, and negotiate shareholder agreements for companies across East Java — from two-shareholder startups to complex joint ventures with multiple investor classes. Our SHAs are tailored to the specific dynamics of each partnership.
When you need a shareholder agreement lawyer.
Establishing a company with multiple shareholders and needing a governance framework from the start.
Entering a joint venture and requiring a comprehensive SHA covering all contingencies.
Receiving investment and needing to update the SHA to reflect investor rights and protections.
Experiencing governance issues — deadlocks, abuse of power, or exclusion from management.
Needing to transfer shares and finding there are no clear transfer mechanisms in the existing SHA.
Planning an exit and requiring buyout, put/call, or drag-along/tag-along provisions.
Shareholder agreement framework.
The Company Law (UU 40/2007) provides default governance rules, but these are basic and do not address many real-world shareholder dynamics. A shareholders' agreement supplements the articles of association with detailed provisions tailored to the specific relationship between shareholders.
Key provisions typically include: management rights and board composition, reserved matters requiring supermajority consent, share transfer restrictions (ROFR, ROFO, tag-along, drag-along), deadlock resolution, non-compete and confidentiality, information rights, and exit mechanisms (put/call options, buyout formulas).
Legal References
How Integra handles shareholder agreements.
We invest time in understanding the relationship dynamics before drafting. Who are the decision-makers? What are the likely friction points? What happens if one party wants to exit? These questions inform the governance structure and protective provisions.
We draft in plain language — avoiding unnecessary legalese. Every provision is explained so that all parties understand their rights and obligations. This transparency builds trust and reduces the likelihood of disputes.
Shareholder Agreement Services
SHA Review
Independent review of existing or proposed SHA — risk identification and negotiation recommendations.
SHA Negotiation
Strategic negotiation support — advising on positions, drafting mark-ups, and protecting your interests.
Governance Design
Designing corporate governance frameworks — board composition, reserved matters, voting thresholds.
Dispute Resolution
Resolving shareholder disputes — mediation, deadlock resolution, and if necessary, litigation.
Frequently Asked Questions
Is a shareholder agreement legally required?
No — the Company Law does not require a separate SHA. However, without one, shareholder relationships are governed only by the articles of association and the Company Law's default provisions, which are often inadequate for multi-shareholder companies. An SHA is strongly recommended.
What is tag-along and drag-along?
Tag-along gives minority shareholders the right to sell their shares on the same terms if a majority shareholder sells. Drag-along gives a majority shareholder the right to force minority shareholders to sell their shares on the same terms as a third-party acquisition. Both are standard SHA provisions.
Can a shareholder agreement override the articles of association?
The relationship between the SHA and articles of association depends on their terms and applicable law. Generally, provisions in the SHA that conflict with the articles may not be enforceable against third parties. We typically ensure consistency between both documents and include conflict resolution clauses.
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Request a private consultation.
Describe your shareholder agreement needs. A senior partner will respond within one business day.
Last reviewed: · by Budiarmanto Setyo Hutomo, S.H., M.H.