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Business Share Purchase Agreement Template for Indonesia

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Key Requirements PROMPT example:

Business Share Purchase Agreement

"I need a Business Share Purchase Agreement for the acquisition of 60% shares in an Indonesian technology company by a Singapore-based investor, with completion scheduled for March 2025, including specific provisions for technology transfer and key employee retention."

Document background
The Business Share Purchase Agreement is a crucial document used in corporate acquisitions and investments in Indonesia, facilitating the transfer of ownership in Indonesian companies while ensuring compliance with local laws and regulations. This agreement is essential when acquiring partial or full ownership of an Indonesian company, whether through domestic or cross-border transactions. It must comply with Law No. 40 of 2007 on Limited Liability Companies and various other regulations, including investment laws, capital market regulations (if applicable), and foreign ownership restrictions. The document typically includes comprehensive provisions covering transaction structure, pricing, conditions precedent, warranties, and various regulatory requirements specific to Indonesia. It's particularly important to address local requirements such as bilingual documentation, notarial deeds for share transfers, and necessary governmental approvals.
Suggested Sections

1. Parties: Identification of the Seller(s), Purchaser(s), and the Target Company, including their complete legal details as required under Indonesian law

2. Background: Context of the transaction, including current ownership structure and purpose of the agreement

3. Definitions and Interpretation: Defined terms, interpretation rules, and language governing provisions (particularly important as Indonesian law may require bilingual documents)

4. Sale and Purchase of Shares: Core transaction terms including number of shares, price per share, and total consideration

5. Purchase Price and Payment: Payment terms, method, currency, and any adjustments to the purchase price

6. Conditions Precedent: Required approvals, consents, and other conditions that must be satisfied before completion

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements

8. Completion: Completion mechanics, timing, location, and deliverables

9. Seller's Warranties: Representations and warranties regarding the shares, target company, and business

10. Purchaser's Warranties: Basic warranties regarding capacity and authority of the purchaser

11. Limitations on Liability: Limitations on warranty claims, time limits, and financial caps

12. Confidentiality: Obligations regarding transaction confidentiality and public announcements

13. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms, including venue selection

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Price Adjustment: Used when the purchase price may be adjusted based on completion accounts or other mechanisms

2. Earn-out Provisions: Include when part of the purchase price is contingent on future performance

3. Non-Competition and Non-Solicitation: Required when restricting seller's future business activities

4. Tax Covenants: Detailed tax provisions when specific tax risks or structures need to be addressed

5. Employee Matters: Specific provisions regarding key employees or employee transfers

6. Transitional Services: Include when seller will provide post-completion services

7. Foreign Investment Provisions: Required when purchaser is a foreign entity, addressing Indonesian foreign investment requirements

8. Break Fee: Include when parties agree to compensation if the deal fails under specific circumstances

9. Parent Company Guarantee: Used when parent company support is required for either party's obligations

Suggested Schedules

1. Share Details: Details of shares being transferred, including share certificates numbers and shareholder information

2. Warranties: Detailed warranties, often extensive and separated from main agreement for clarity

3. Company Information: Key details about the target company, including corporate information and licenses

4. Properties: List of company's owned and leased properties

5. Material Contracts: Summary of key contracts and commitments

6. Intellectual Property: List of IP rights owned or licensed by the company

7. Completion Deliverables: Detailed list of documents and actions required at completion

8. Form of Resignation Letters: Template resignation letters for retiring directors/commissioners

9. Form of Release Letters: Template release letters for outgoing officials

10. Disclosed Documents: List of documents disclosed against the warranties

11. Required Governmental Approvals: List of regulatory approvals needed for the transaction

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

























































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Relevant Industries

Manufacturing

Technology

Financial Services

Real Estate

Mining and Resources

Agriculture

Retail

Healthcare

Education

Transportation and Logistics

Energy

Telecommunications

Construction

Hospitality

Professional Services

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Corporate Secretariat

Compliance

Risk Management

Business Development

Executive Leadership

Investment

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Development Director

Head of Mergers & Acquisitions

Legal Director

General Counsel

Investment Director

Business Development Manager

Corporate Secretary

Finance Director

Strategy Director

Commercial Director

Risk Manager

Compliance Officer

Board Director

Managing Director

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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