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Share Swap Agreement Template for Indonesia

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Key Requirements PROMPT example:

Share Swap Agreement

"I need a Share Swap Agreement under Indonesian law for a tech startup exchanging 25% of its shares with a local digital payments company, with completion planned for March 2025; the agreement should include specific provisions for technology IP protection and future fundraising rights."

Document background
A Share Swap Agreement is a crucial document used in Indonesian corporate transactions where parties agree to exchange shares in their respective companies instead of using cash consideration. This type of agreement is commonly utilized in corporate restructuring, strategic alliances, or consolidation efforts, particularly when companies wish to create strategic partnerships or achieve operational synergies. The document must comply with Indonesian regulations, including Law No. 40 of 2007 on Limited Liability Companies and, where applicable, capital market regulations and foreign investment laws. It details the mechanics of the share exchange, valuation methods, conditions precedent, regulatory approvals required, and completion procedures. Share Swap Agreements are particularly relevant in Indonesia's growing economy where corporate consolidation and strategic partnerships are increasingly common across various sectors.
Suggested Sections

1. Parties: Identification of the parties entering into the share swap agreement

2. Background: Context of the transaction and relationship between the parties

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Share Swap Structure: Details of the shares being exchanged, including numbers, classes, and nominal values

5. Consideration: Confirmation that the consideration is the mutual exchange of shares

6. Conditions Precedent: Conditions that must be satisfied before the share swap can complete

7. Completion Mechanics: Step-by-step process for executing the share swap

8. Representations and Warranties: Standard and share-specific warranties about ownership, authority, and share status

9. Regulatory Compliance: Compliance with Indonesian company law and capital markets regulations

10. Tax Provisions: Handling of tax obligations and responsibilities

11. Confidentiality: Protection of confidential information exchanged during the transaction

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

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

Optional Sections

1. OJK Compliance: Required if either company is publicly listed, detailing compliance with OJK regulations

2. Foreign Investment Provisions: Required if any party is foreign-owned, addressing Indonesian foreign investment requirements

3. Competition Compliance: Required if the swap triggers merger control thresholds

4. Shareholder Approval: Required if shareholder approval is needed under constitutional documents

5. Third Party Consents: Required if any third party approvals are needed for the share transfer

6. Share Transfer Restrictions: Required if there are any existing restrictions on share transfers

7. Post-Completion Covenants: Optional section for any ongoing obligations after the swap completes

Suggested Schedules

1. Share Details: Detailed description of the shares being swapped, including share certificates numbers

2. Corporate Information: Corporate details of both companies including registration numbers and shareholding structure

3. Conditions Precedent: Detailed list of all conditions precedent and required documents

4. Completion Checklist: Step-by-step checklist of actions required for completion

5. Form of Transfer Instruments: Templates of share transfer forms and other required documentation

6. Warranties: Detailed warranties given by each party

7. Regulatory Approvals: List of required regulatory approvals and their status

8. Deed of Adherence: If required by shareholders' agreement or articles of association

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

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Relevant Industries

Financial Services

Technology

Manufacturing

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Mining

Energy

Infrastructure

Healthcare

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Retail

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Relevant Teams

Legal

Corporate Secretarial

Finance

Compliance

Corporate Development

Mergers & Acquisitions

Business Development

Strategy

Investment

Risk Management

Corporate Finance

Board of Directors

Executive Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Director

Head of Legal

Corporate Lawyer

Investment Director

Merger & Acquisition Manager

Business Development Director

Finance Director

Company Director

Compliance Officer

Board Member

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Corporate Finance Manager

Investment Banking Director

Strategy Director

Industries








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