The Shares Purchase Agreement (SPA) is a fundamental document used in Indonesian corporate transactions for transferring ownership of shares between parties. It is essential for both domestic and cross-border acquisitions, mergers, and corporate restructurings involving Indonesian companies. The agreement must comply with Law No. 40 of 2007 on Limited Liability Companies and, where applicable, Law No. 25 of 2007 on Investment for foreign investment aspects. The document typically requires notarization under Indonesian law and may need approval from the Investment Coordinating Board (BKPM) for foreign investment transactions. It includes detailed provisions on share valuation, payment mechanisms, regulatory compliance, and specific Indonesian corporate governance requirements. The SPA is particularly important as it serves as the primary evidence of share ownership transfer and must be carefully structured to ensure enforceability under Indonesian law.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership聽of your docs
Alternatively...
1. Parties: Identification of the Seller(s), Purchaser(s), and the Company whose shares are being transferred
2. Background: Context of the transaction, including current shareholding structure and purpose of the transfer
3. Definitions and Interpretation: Defined terms and interpretation rules used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Required approvals, consents and actions that must be satisfied before completion
6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
7. Completion: Mechanics and timing of completion, including required deliverables and actions
8. Seller's Warranties: Warranties regarding the shares, company, and seller's capacity
9. Purchaser's Warranties: Warranties regarding purchaser's capacity and ability to complete
10. Indemnities: Indemnification obligations of the parties
11. Confidentiality: Obligations regarding confidential information
12. Announcements: Requirements for public announcements about the transaction
13. Governing Law and Dispute Resolution: Choice of law and dispute resolution mechanisms
14. General Provisions: Boilerplate clauses including notices, amendments, and entire agreement
1. Tag-Along Rights: Optional section for minority shareholder protection, typically included when there are remaining shareholders
2. Drag-Along Rights: Optional section allowing majority shareholders to force minority shareholders to join in a sale
3. Non-Competition: Restrictions on seller's future competitive activities, typically included when seller is an industry participant
4. Transition Services: Included when seller needs to provide operational support post-completion
5. Tax Covenant: Detailed tax indemnities and mechanics, typically included in larger transactions
6. Break Fee: Included when there's significant deal risk or complex regulatory approvals required
7. Foreign Investment Provisions: Required when purchaser is a foreign entity, addressing Indonesian foreign investment requirements
1. Details of the Company: Corporate information including registration number, directors, share capital structure
2. Conditions Precedent: Detailed list of all conditions precedent
3. Completion Requirements: Detailed list of completion deliverables and actions
4. Warranties: Detailed warranties about the company, business, and shares
5. Properties: List and details of company's real estate assets
6. Material Contracts: List and details of key business contracts
7. Intellectual Property: Details of company's IP rights
8. Employee Information: Details of key employees and employment terms
9. Disclosed Documents: List of documents disclosed against the warranties
10. Form of Resignation Letters: Template resignation letters for retiring directors
11. Form of Board Resolutions: Template board resolutions approving the transfer
Authors
Find the document you need
Selling A Car Letter Agreement
An Indonesian law-compliant document outlining terms and conditions for vehicle sale and purchase, including ownership transfer and payment terms.
Download
Discount Agreement
An Indonesian law-governed agreement establishing discount terms and conditions between business entities, including discount structures, qualifying criteria, and compliance requirements.
Download
Auto Purchase Agreement
An Indonesian law-governed agreement for the sale and purchase of motor vehicles, detailing terms, conditions, and ownership transfer requirements.
Download
Lease Agreement With Option To Purchase
An Indonesian law-governed agreement combining property lease terms with an option for the tenant to purchase the property under specified conditions.
Download
Agreement For Advance Payment For Purchase Of Goods
Indonesian law-compliant agreement template for managing advance payment arrangements in goods purchase transactions, incorporating key local commercial regulations and security provisions.
Download
Gold Purchase Agreement
An Indonesian law-governed agreement establishing terms and conditions for gold purchase and sale, including quality specifications, pricing, and regulatory compliance requirements.
Download
Pre Purchase Agreement
An Indonesian law-governed agreement setting out terms and conditions for a future purchase transaction, including payment terms and delivery arrangements.
Download
Letter Of Intent To Purchase Shares
An Indonesian law-governed preliminary document outlining the proposed terms for share acquisition in an Indonesian company.
Download
Shares Purchase Agreement
An Indonesian law-governed agreement for the sale and purchase of shares in an Indonesian company, detailing transaction terms and regulatory compliance requirements.
Download
Letter Of Intent To Buy Land
A preliminary document under Indonesian law expressing serious intent to purchase land, outlining basic terms and conditions for the proposed transaction.
Download
Contract For Purchase Of Goods
An Indonesian law-governed agreement establishing terms and conditions for the purchase and sale of goods, ensuring compliance with local commercial regulations and protecting parties' interests.
Download
Master Receivables Purchase Agreement
An Indonesian law-governed framework agreement for the ongoing purchase of receivables, establishing terms for multiple receivables purchases and compliance with local financial regulations.
Download
Credit Sales Agreement
An Indonesian law-governed agreement establishing terms for the sale of goods on credit, including payment schedules and security arrangements.
Download
Vehicle Sales Agreement
An Indonesian law-governed agreement documenting the sale and purchase of a vehicle, including terms, conditions, and ownership transfer requirements.
Download
Buy Sell Agreement
An Indonesian law-governed agreement detailing terms and conditions for the sale and purchase of goods or assets between parties, with mandatory bilingual format.
Download
Simple Purchase Agreement
A basic agreement for the purchase and sale of goods under Indonesian law, outlining essential terms of the transaction including price, payment, and delivery.
Download
Sales Agreement
An Indonesian law-governed agreement establishing terms and conditions for the sale and purchase of goods between parties, compliant with local commercial regulations.
Download
Property Purchase Agreement
An Indonesian law-governed agreement for the legal transfer of property ownership between seller and buyer, including all essential terms and conditions under local property laws.
Download
骋别苍颈别鈥檚 Security Promise
Genie is the safest place to draft. Here鈥檚 how we prioritise your privacy and security.
Your data is private:
We do not train on your data; 骋别苍颈别鈥檚 AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
