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Equity Buyback Agreement Template for Indonesia

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Key Requirements PROMPT example:

Equity Buyback Agreement

"I need an Equity Buyback Agreement for my private Indonesian manufacturing company to repurchase 15% of its shares from a retiring founder-shareholder, with completion expected by March 2025."

Document background
The Equity Buyback Agreement is a crucial document used when an Indonesian company wishes to repurchase its own shares from existing shareholders, whether for treasury stock, capital reduction, or as part of a broader corporate strategy. This document is essential in scenarios such as share price stabilization, excess cash utilization, or shareholder exit arrangements. The agreement must strictly comply with Indonesian regulatory framework, particularly Law No. 40 of 2007 and OJK regulations, which set specific requirements for share buybacks including maximum buyback limits, pricing mechanisms, and holding periods. The document becomes especially critical for listed companies where additional regulatory oversight applies. It should address key aspects such as purchase price determination, payment terms, conditions precedent, and necessary corporate and regulatory approvals, while ensuring protection of minority shareholder interests as required under Indonesian law.
Suggested Sections

1. Parties: Identification of the company conducting the buyback and the selling shareholder(s)

2. Background: Context of the buyback, including company status, existing shareholding structure, and purpose of the buyback

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

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

5. Conditions Precedent: Prerequisites that must be satisfied before the buyback can proceed, including regulatory approvals and corporate authorizations

6. Completion Mechanics: Detailed process for executing the buyback, including timing, documentation, and payment procedures

7. Representations and Warranties: Standard declarations by both parties regarding their capacity, authority, and ownership of shares

8. Corporate Approvals: Required company approvals including shareholder resolutions and board approvals

9. Regulatory Compliance: Compliance with Indonesian company law and OJK regulations regarding share buybacks

10. Tax Provisions: Treatment of taxes arising from the transaction

11. Confidentiality: Obligations to maintain confidentiality of the transaction and related information

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

13. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability

Optional Sections

1. Foreign Investment Compliance: Required when the selling shareholder is a foreign entity or when foreign ownership restrictions apply

2. Market Announcement: Required for listed companies to comply with disclosure obligations

3. Share Retention Requirements: Applicable when there are restrictions on remaining shareholders' ability to sell their shares

4. Employee Matters: Required when the selling shareholder is an employee or when the buyback affects employee share schemes

5. Related Party Transaction Provisions: Required when the buyback involves related parties under Indonesian company law

6. Competition Law Compliance: Required when the buyback might trigger competition law considerations

7. Security Interest Release: Required when the shares are subject to any existing security interests or encumbrances

Suggested Schedules

1. Share Details: Detailed description of the shares being bought back, including share certificates numbers and shareholder history

2. Completion Checklist: List of documents and actions required for completion of the buyback

3. Form of Transfer Instruments: Template share transfer forms and other required transfer documentation

4. Corporate Authorizations: Copies of relevant board resolutions, shareholder approvals, and other corporate authorizations

5. Regulatory Approvals: Copies of required regulatory approvals and filings

6. Calculation of Purchase Price: Detailed breakdown of share price calculation and any adjustments

7. Tax Calculations: Details of applicable taxes and withholding requirements

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








































Clauses




































Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Consumer Goods

Energy

Mining

Healthcare

Telecommunications

Retail

Professional Services

Agriculture

Infrastructure

Transportation

Education

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Treasury

Tax

Investor Relations

Risk Management

Corporate Communications

Board Secretariat

Corporate Development

Corporate Finance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Director

Finance Director

Compliance Officer

Corporate Treasurer

Investment Relations Manager

Financial Controller

Board Director

Commissioner

General Counsel

Tax Manager

Corporate Finance Manager

Risk Management Officer

Company Director

Shareholder Relations 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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