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Share Redemption Agreement Template for Indonesia

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Key Requirements PROMPT example:

Share Redemption Agreement

"I need a Share Redemption Agreement for our Indonesian tech startup to repurchase 15% of shares from a departing co-founder, with completion planned for March 2025 and payment to be made in three installments."

Document background
The Share Redemption Agreement is a crucial document used in Indonesian corporate transactions when a company seeks to repurchase its own shares from existing shareholders. This type of agreement is commonly utilized in situations such as corporate restructuring, shareholder exits, employee share scheme terminations, or capital structure optimization. The document must comply with Indonesian Law No. 40 of 2007 on Limited Liability Companies, which sets out specific requirements for share redemptions, including maintaining minimum capital requirements and obtaining necessary corporate and regulatory approvals. The agreement typically includes detailed provisions on valuation methodology, payment terms, tax implications, and completion mechanics, while ensuring compliance with OJK regulations for listed companies and Bank Indonesia requirements for transactions involving foreign shareholders.
Suggested Sections

1. Parties: Identification of the Company and the Selling Shareholder(s)

2. Background: Context of the share redemption, including company details and reason for redemption

3. Definitions and Interpretation: Key terms used in the agreement and rules of interpretation

4. Share Details: Description of shares to be redeemed, including class, number, and percentage of total share capital

5. Redemption Price: Agreed price per share and total consideration, including calculation method

6. Payment Terms: Timeline and method of payment for the redeemed shares

7. Conditions Precedent: Required approvals and conditions to be met before completion

8. Completion Mechanics: Step-by-step process for executing the share redemption

9. Representations and Warranties: Standard declarations by both parties regarding authority, ownership, and compliance

10. Corporate Governance: Changes to voting rights and management structure post-redemption

11. Tax Provisions: Allocation of tax responsibilities and indemnities

12. Confidentiality: Obligations regarding non-disclosure of agreement terms and company information

13. Governing Law and Jurisdiction: Application of Indonesian law and dispute resolution mechanisms

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

Optional Sections

1. Regulatory Compliance: Required for listed companies or when specific OJK approvals are needed

2. Foreign Investment Provisions: Required when involving foreign shareholders or currency controls

3. Share Valuation Mechanism: Needed when price is to be determined by independent valuation

4. Anti-dilution Rights: Required when other shareholders have protective rights

5. Employee Share Scheme Provisions: Needed when redemption involves employee-held shares

6. Capital Maintenance Compliance: Detailed section required for companies near minimum capital requirements

7. Related Party Transaction Provisions: Required when redemption qualifies as a related party transaction

Suggested Schedules

1. Share Details Schedule: Detailed breakdown of shares being redeemed, including share certificates

2. Corporate Approvals: Copies of board resolutions, shareholder approvals, and regulatory clearances

3. Calculation of Redemption Price: Detailed methodology and calculations for share valuation

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

5. Form of Transfer Instruments: Template documents for executing the share transfer

6. Amended Articles of Association: Draft amendments reflecting capital reduction post-redemption

7. Tax Calculations: Details of applicable taxes and payment calculations

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

Retail

Telecommunications

Professional Services

Agriculture

Infrastructure

Education

Transportation

Relevant Teams

Legal

Finance

Corporate Secretariat

Treasury

Tax

Compliance

Corporate Development

Investor Relations

Board Secretariat

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Finance Director

Legal Director

Compliance Officer

Corporate Finance Manager

Treasury Manager

Board Director

Company Commissioner

Tax Manager

Shareholder Relations Manager

Investment Director

Corporate Development 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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