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Buyout Agreement Template for Indonesia

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Key Requirements PROMPT example:

Buyout Agreement

"I need a Buyout Agreement under Indonesian law for the complete acquisition of a mid-sized manufacturing company in Jakarta, with a transaction value of IDR 50 billion and planned closing date of March 15, 2025; the agreement should include specific provisions for retaining key technical personnel and protecting proprietary manufacturing processes."

Document background
The Buyout Agreement serves as the primary transaction document for complete business acquisitions in Indonesia, requiring careful consideration of both civil law principles and specific regulatory requirements. It is used when one party intends to acquire full ownership of a business entity, whether through share purchase or asset acquisition. The document must comply with Law No. 40 of 2007 on Limited Liability Companies and related investment regulations, particularly when foreign investment is involved. Given Indonesia's complex regulatory environment, the agreement typically includes detailed provisions for obtaining necessary government approvals, managing tax implications, and ensuring proper corporate governance transitions. The document needs to address specific Indonesian requirements such as language requirements (bilingual formats), notarization, and registration with relevant authorities.
Suggested Sections

1. Parties: Identification of the seller(s), buyer(s), and the target company, including their complete legal names and addresses

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

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase of Shares: Core transaction terms including the number of shares being sold and purchase price

5. Purchase Price and Payment: Detailed terms of consideration, payment method, and timing

6. Conditions Precedent: Conditions that must be satisfied before closing, including regulatory approvals and corporate authorizations

7. Closing: Mechanics and timing of closing, including required deliverables and actions

8. Seller's Warranties: Representations and warranties regarding the seller's authority, share ownership, and target company

9. Buyer's Warranties: Representations and warranties regarding the buyer's authority and ability to complete the transaction

10. Pre-Closing Covenants: Obligations of parties between signing and closing, including business conduct requirements

11. Tax Matters: Allocation of tax liabilities and responsibilities

12. Confidentiality: Provisions regarding confidential information and announcements

13. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms

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

Optional Sections

1. Non-Competition: Restrictions on seller's future business activities - include when seller might compete with target business

2. Transition Services: Terms for post-closing operational support - include when seller needs to provide temporary services

3. Employee Matters: Specific provisions regarding employees - include when there are key personnel or labor concerns

4. Intellectual Property Rights: Detailed IP provisions - include when IP is a significant asset

5. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks

6. Bank Guarantee: Terms of any bank guarantee - include when payment security is required

7. Earn-out Provisions: Structure of contingent payments - include when part of purchase price is performance-based

8. Real Estate Matters: Specific provisions for real property - include when real estate is a material asset

Suggested Schedules

1. Schedule 1 - Share Details: Details of shares being transferred, including share certificates numbers and shareholding history

2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of purchase price calculation and adjustments

3. Schedule 3 - Conditions Precedent: Complete list of all conditions precedent and required approvals

4. Schedule 4 - Closing Deliverables: List of all documents and items to be delivered at closing

5. Schedule 5 - Seller's Warranties: Detailed warranties given by the seller

6. Schedule 6 - Disclosure Letter: Seller's disclosures against warranties

7. Schedule 7 - Company Information: Key information about the target company including corporate documents

8. Schedule 8 - Material Contracts: List and copies of material contracts

9. Appendix A - Form of Resignation Letters: Template resignation letters for outgoing directors/commissioners

10. Appendix B - Form of Release: Template release and discharge documents

11. Appendix C - Corporate Approvals: Required shareholder and board resolutions

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

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Relevant Industries

Manufacturing

Technology

Real Estate

Financial Services

Retail

Energy

Mining

Agriculture

Healthcare

Education

Transportation

Hospitality

Construction

Telecommunications

Professional Services

Consumer Goods

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Risk Management

Compliance

Corporate Strategy

Treasury

Tax

Corporate Secretariat

Business Development

Corporate Communications

Human Resources

Operations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Managing Director

Finance Director

Legal Director

Corporate Secretary

Investment Manager

Mergers & Acquisitions Director

Business Development Director

Risk Management Officer

Compliance Officer

Corporate Finance Manager

Legal Counsel

Finance Manager

Transaction Manager

Due Diligence Manager

Integration Manager

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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