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Shares Sale And Purchase Agreement Template for Indonesia

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Key Requirements PROMPT example:

Shares Sale And Purchase Agreement

"I need a Shares Sale and Purchase Agreement for the acquisition of 75% shareholding in an Indonesian private manufacturing company, with specific provisions for management retention and an earn-out mechanism based on 2025 performance targets."

Document background
The Shares Sale And Purchase Agreement is a crucial document in Indonesian corporate transactions, used when transferring ownership of shares in Indonesian companies. It must comply with Indonesian company law (Law No. 40 of 2007) and various regulatory requirements, including investment regulations and sector-specific restrictions. The agreement is particularly important in cross-border transactions where foreign ownership limitations may apply. It typically includes detailed provisions on purchase price, payment terms, conditions precedent, warranties, and indemnities. The document requires careful consideration of tax implications, corporate approvals, and often needs to be executed in notarial deed form. It's commonly used in both private and public company transactions, though public company transactions may require additional regulatory compliance with OJK regulations.
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 transfer

3. Definitions and Interpretation: Key defined terms and interpretation rules for the agreement

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

5. Conditions Precedent: Prerequisites for completion, including regulatory approvals and corporate authorizations

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

7. Completion: Mechanics and requirements for closing the transaction

8. Seller's Warranties: Representations and warranties regarding the shares, company, and seller's capacity

9. Purchaser's Warranties: Representations and warranties regarding purchaser's capacity and funding

10. Tax Matters: Allocation of tax liabilities and obligations

11. Confidentiality: Obligations regarding transaction confidentiality and company information

12. Announcements: Requirements for public statements about the transaction

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

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

Optional Sections

1. Non-Competition: Restrictions on seller's future competing activities - used when seller has significant business knowledge

2. Break Fee: Compensation if transaction fails - used in higher-value transactions with significant due diligence costs

3. Earn-out Provisions: Additional payment mechanisms based on future performance - used when parties cannot agree on fixed valuation

4. Management Provisions: Terms regarding ongoing management - used when seller remains involved post-completion

5. Regulatory Compliance: Specific regulatory obligations - used for regulated industries or foreign investment restrictions

6. Transitional Services: Post-completion support arrangements - used when business continuity requires seller's assistance

Suggested Schedules

1. Share Details: Details of shares being transferred including share certificates numbers and class rights

2. Company Information: Key corporate information including assets, contracts, and employees

3. Warranties: Detailed warranties about the company and its business

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

5. Form of Resignation Letters: Template resignation letters for outgoing directors/commissioners

6. Form of Release Letters: Template releases from liabilities for outgoing officials

7. Corporate Structure: Pre and post-completion corporate structure charts

8. Disclosure Letter: Seller's disclosures against warranties

9. Required Consents: List of third-party and regulatory consents required

10. Properties and Assets: Details of company's material assets and properties

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

Manufacturing

Technology

Financial Services

Real Estate

Mining

Agriculture

Retail

Healthcare

Education

Transportation

Energy

Telecommunications

Construction

Consumer Goods

Professional Services

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Tax

Mergers & Acquisitions

Corporate Development

Risk Management

Treasury

Corporate Finance

Business Development

Executive Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Secretary

Finance Director

Investment Director

Mergers & Acquisitions Director

Business Development Manager

Legal Manager

Compliance Officer

Corporate Finance Manager

Transaction Manager

Due Diligence Manager

Board Member

Commissioner

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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