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Sale And Purchase Agreement For Company Shares

Sale And Purchase Agreement For Company Shares Template for Indonesia

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Key Requirements PROMPT example:

Sale And Purchase Agreement For Company Shares

"I need a Sale And Purchase Agreement For Company Shares for the acquisition of a 75% stake in an Indonesian technology startup by a Singapore-based venture capital firm, with completion scheduled for March 2025 and including earn-out provisions based on revenue targets."

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Document background
The Sale And Purchase Agreement For Company Shares is a crucial document used in Indonesian corporate transactions to facilitate the transfer of company ownership through share acquisition. This agreement is essential when conducting mergers and acquisitions in Indonesia, whether for partial or complete ownership transfers. It must comply with Indonesian Company Law (Law No. 40 of 2007), investment regulations, and where applicable, the Investment Priority List for foreign investments. The document typically includes detailed provisions on purchase price mechanisms, conditions precedent, warranties, and completion requirements, while addressing specific Indonesian regulatory requirements such as mandatory language provisions, notarization requirements, and foreign investment restrictions. It's particularly important to note that certain share transfers in Indonesia may require government approvals, especially in regulated industries or when involving foreign investors.
Suggested Sections

1. Parties: Identification of the Seller(s), Purchaser(s) and the Company whose shares are being sold

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

3. Definitions and Interpretation: Defined terms and interpretation rules used throughout the agreement

4. Sale and Purchase: Core transaction terms including number of shares, purchase price, and payment terms

5. Conditions Precedent: Prerequisites that must be satisfied before completion can occur

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

7. Completion: Mechanics of closing the transaction, including timing, location, and actions required

8. Warranties and Representations: Seller's and Purchaser's warranties about their capacity and authority, and warranties about the Company

9. Limitations on Liability: Limitations on warranty claims and general liability caps

10. Tax Covenants: Arrangements for tax liabilities and indemnities

11. Confidentiality: Obligations regarding transaction confidentiality and public announcements

12. Further Assurance: Obligations to take additional actions necessary to effect the transaction

13. Notices: Process for formal communications between parties

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

15. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and assignment

Optional Sections

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

2. Foreign Investment Compliance: Required when the purchaser is a foreign investor, addressing Indonesian foreign investment regulations

3. Non-Competition and Non-Solicitation: Included when restricting seller's future competitive activities

4. Transitional Services: When the seller needs to provide ongoing services post-completion

5. Break Fee: Used in larger transactions to specify compensation if the deal fails

6. Regulatory Compliance: Required for regulated industries or when specific regulatory approvals are needed

7. Staged Completion: When the transaction will complete in multiple phases

8. Employee Matters: Specific provisions dealing with key employees or employee transfers

9. Intellectual Property Rights: Detailed IP provisions when the company's IP assets are significant

10. Bank Guarantee/Security: When payment security or performance guarantees are required

Suggested Schedules

1. Details of the Company: Corporate information, share capital structure, and subsidiaries

2. Details of the Sale Shares: Specific details of shares being transferred including share certificates

3. Purchase Price Calculation: Detailed methodology for calculating the final purchase price

4. Warranties: Comprehensive list of seller's warranties about the company

5. Completion Requirements: Detailed list of documents and actions required at completion

6. Company Accounts: Recent financial statements and management accounts

7. Material Contracts: List and copies of important company contracts

8. Properties: Details of company's real estate assets and leases

9. Intellectual Property: List of IP rights owned or used by the company

10. Employee Information: Details of key employees and employment terms

11. Required Consents: List of third-party and regulatory consents needed

12. Disclosed Matters: Information disclosed against the warranties

13. Form of Resignation Letters: Template resignation letters for outgoing directors

14. Form of Board Resolutions: Template board resolutions approving the transfer

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

alex.den.21@genieai.co
Relevant legal definitions
















































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Relevant Industries

Manufacturing

Technology

Financial Services

Real Estate

Mining

Agriculture

Retail

Healthcare

Education

Transportation

Energy

Telecommunications

Consumer Goods

Professional Services

Construction

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Compliance

Corporate Secretariat

Tax

Treasury

Executive Management

Board of Directors

Due Diligence

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Legal Director

Finance Director

Managing Director

Investment Director

Merger & Acquisition Manager

Corporate Development Manager

Legal Counsel

Investment Banker

Due Diligence Officer

Compliance Officer

Business Development Director

Strategy Director

Board Member

Company Director

Transaction 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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