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Partnership Transfer Agreement Template for Indonesia

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Key Requirements PROMPT example:

Partnership Transfer Agreement

"I need a Partnership Transfer Agreement for transferring my 35% stake in a Jakarta-based technology consulting partnership to a foreign investor, with completion planned for March 2025 and including specific provisions for intellectual property rights and foreign investment approval."

Document background
The Partnership Transfer Agreement is a crucial legal document used when a partner wishes to transfer their interest in a partnership to another party under Indonesian law. This document is essential for businesses operating in Indonesia when ownership changes are required due to various circumstances such as retirement, strategic restructuring, or investment opportunities. The agreement must comply with the Indonesian Civil Code (KUHPerdata), Law No. 40 of 2007 on Limited Liability Companies, and other relevant regulations. It typically includes detailed provisions about the transfer price, payment terms, warranties, regulatory compliance, and transition arrangements. The document serves to protect all parties' interests while ensuring smooth transition of partnership rights and responsibilities in accordance with Indonesian legal requirements.
Suggested Sections

1. Parties: Identification of the transferor, transferee, and any other relevant parties including the partnership entity

2. Background: Context of the partnership transfer, including history of the partnership and reason for transfer

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

4. Subject Matter of Transfer: Detailed description of the partnership interest being transferred

5. Transfer Price and Payment Terms: Specification of the transfer price, payment schedule, and payment methods

6. Completion: Details of when and how the transfer will be completed, including conditions precedent

7. Representations and Warranties: Warranties from both transferor and transferee regarding their capacity, authority, and state of the partnership

8. Regulatory Compliance: Commitments to comply with Indonesian laws and regulations regarding partnership transfers

9. Tax Provisions: Allocation of tax responsibilities and obligations arising from the transfer

10. Transition Arrangements: Process for handover of partnership responsibilities and operations

11. Confidentiality: Obligations regarding confidential information

12. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanisms

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

Optional Sections

1. Employee Matters: Required when the partnership has employees and their rights/obligations need to be addressed

2. Intellectual Property Rights: Needed when the partnership owns or uses significant IP assets

3. Environmental Matters: Required for partnerships involving environmental considerations or liabilities

4. Real Estate: Necessary when the partnership owns or leases property

5. Non-Competition: Optional restrictions on the transferor's future business activities

6. Continuing Partner Approval: Required when other partners' approval is needed for the transfer

7. Foreign Investment Provisions: Required when the transfer involves foreign parties or investment

8. Debt and Liabilities: Needed when specific allocation of existing debts and liabilities must be addressed

Suggested Schedules

1. Partnership Interest Details: Detailed description of the partnership interest being transferred, including percentage ownership and rights

2. Financial Statements: Recent financial statements of the partnership

3. Asset Schedule: List of partnership assets included in the transfer

4. Existing Contracts: List of material contracts and obligations of the partnership

5. Required Consents: List of third-party consents required for the transfer

6. Completion Checklist: List of documents and actions required for completion

7. Due Diligence Findings: Summary of key due diligence findings and disclosed matters

8. Transfer Forms: Required statutory forms and notifications for Indonesian authorities

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

Professional Services

Manufacturing

Retail

Construction

Real Estate

Technology

Agriculture

Mining

Healthcare

Education

Hospitality

Financial Services

Consulting

Trading

Energy

Relevant Teams

Legal

Finance

Compliance

Corporate Secretariat

Risk Management

Business Development

Operations

Executive Leadership

Investment

Corporate Affairs

Relevant Roles

Chief Executive Officer

Managing Partner

Legal Counsel

Corporate Lawyer

Business Development Manager

Chief Financial Officer

Partnership Manager

Compliance Officer

Company Secretary

Finance Director

Managing Director

Business Owner

Investment Manager

Risk Manager

Operations 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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