The Contract of Sale of Shares is a fundamental document in Indonesian corporate transactions, essential for documenting and executing the transfer of company ownership through share sales. This document is required whenever there is a transfer of shares in an Indonesian company, whether in the context of a complete business sale, partial divestment, or corporate restructuring. The agreement must comply with Indonesian law, particularly Law No. 40 of 2007 on Limited Liability Companies, and may require additional provisions depending on whether the transaction involves foreign investors (subject to Investment Law requirements) or listed companies (subject to Capital Market Law). The document typically includes detailed provisions on share valuation, payment terms, warranties, and regulatory compliance requirements, making it crucial for both domestic and cross-border transactions in Indonesia.
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1. Parties: Identification of the Seller(s) and Buyer(s), including complete legal names, registration numbers, and addresses
2. Background: Context of the transaction, including details about the Company whose shares are being sold and the current ownership structure
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, class of shares, and percentage of ownership being transferred
5. Purchase Price: Details of the purchase price, payment method, and payment schedule
6. Conditions Precedent: Conditions that must be satisfied before completion of the share transfer
7. Completion: Process and requirements for completing the transfer, including timing and delivery of documents
8. Seller's Warranties: Warranties regarding share ownership, authority to sell, and company status
9. Buyer's Warranties: Warranties regarding authority to purchase and financial capacity
10. Covenants: Pre and post-completion obligations of both parties
11. Confidentiality: Obligations regarding confidential information
12. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
13. Notices: Process for formal communications between parties
14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Tag Along Rights: Optional section for minority shareholder protection, relevant when selling partial shareholdings
2. Drag Along Rights: Optional section for majority shareholder rights, relevant in cases of majority stake sales
3. Non-Competition: Restrictions on seller's future business activities, relevant when seller is exiting completely
4. Foreign Investment Provisions: Required when buyer is a foreign entity, addressing Indonesian foreign investment requirements
5. Tax Indemnity: Specific tax-related provisions, important in large transactions or where tax exposure is significant
6. Break Fee: Penalties for withdrawal from transaction, relevant in high-value or strategic sales
7. Employee Matters: Required when sale impacts key employment arrangements or when there are employee shareholders
8. Regulatory Compliance: Additional provisions for regulated industries or listed companies
1. Details of the Shares: Comprehensive information about the shares being transferred, including share certificates numbers and share history
2. Company Information: Details of the company including corporate documents, licenses, and material contracts
3. Warranties: Detailed list of warranties given by the seller regarding the company and shares
4. Completion Checklist: List of documents and actions required for completion
5. Encumbrances: List of any existing encumbrances on the shares
6. Corporate Structure: Pre and post-completion corporate structure diagrams
7. Required Consents: List of third-party and regulatory consents required
8. Disclosed Matters: Specific disclosures against the warranties
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