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Stock Repurchase Agreement

Stock Repurchase Agreement Template for Indonesia

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Key Requirements PROMPT example:

Stock Repurchase Agreement

"I need a Stock Repurchase Agreement for our Indonesian publicly-listed technology company to repurchase up to 10% of our outstanding shares from the market during Q2 2025, with specific provisions for price stabilization and compliance with OJK regulations."

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Document background
The Stock Repurchase Agreement is a vital instrument used in Indonesian corporate transactions when a company wishes to buy back its own shares from existing shareholders. This document is crucial for both public and private companies operating under Indonesian law, requiring careful consideration of the Company Law (Law No. 40 of 2007), capital market regulations, and OJK requirements. The agreement becomes necessary in various scenarios, including share price stabilization, excess cash utilization, or corporate restructuring. It must address specific Indonesian regulatory requirements, including maximum buyback limitations, pricing mechanisms, and mandatory shareholder approvals. The document typically includes detailed provisions on purchase price calculations, payment terms, regulatory compliance requirements, and tax considerations specific to the Indonesian jurisdiction.
Suggested Sections

1. Parties: Identification of the company conducting the buyback and the selling shareholders

2. Background: Context of the repurchase, including corporate authorizations and regulatory compliance statements

3. Definitions: Key terms used throughout the agreement, including financial, technical, and legal definitions

4. Sale and Purchase of Shares: Core transaction terms including number of shares, price per share, and total consideration

5. Purchase Price and Payment: Payment terms, method, timing, and any adjustments

6. Closing: Conditions precedent, closing mechanics, and deliverables

7. Representations and Warranties: Statements by both parties regarding their capacity, authority, and share ownership

8. Covenants: Ongoing obligations of the parties before and after closing

9. Tax Matters: Allocation of responsibility for taxes arising from the transaction

10. Confidentiality: Obligations regarding non-disclosure of transaction details

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

12. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability

Optional Sections

1. Regulatory Compliance: Additional section when the company is publicly listed, detailing compliance with OJK regulations and capital market rules

2. Shareholder Approval: Required when the repurchase needs specific shareholder approval under Indonesian law

3. Foreign Investment Provisions: Needed when the transaction involves foreign shareholders and must comply with Indonesian investment law

4. Employee Stock Option Considerations: Required when the repurchased shares are from employee stock option programs

5. Bank/Creditor Consent: Necessary when the company has existing loan agreements requiring lender consent for share repurchases

6. Broker/Agent Provisions: Required when the repurchase is conducted through a broker or agent

7. Market Trading Restrictions: For public companies, addressing blackout periods and trading restrictions

Suggested Schedules

1. Schedule 1 - Share Details: Detailed information about the shares being repurchased, including share certificates numbers and dates

2. Schedule 2 - Corporate Authorizations: Copies of board resolutions, shareholder approvals, and other corporate authorizations

3. Schedule 3 - Calculation of Purchase Price: Formula and methodology for determining the share repurchase price

4. Schedule 4 - Closing Checklist: List of all documents and actions required for closing

5. Appendix A - Form of Transfer Instrument: Template for share transfer documentation

6. Appendix B - Regulatory Filings: Forms and notices required to be filed with OJK or other regulatory bodies

7. Appendix C - Tax Clearance Documents: Required tax forms and certificates

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











































Clauses






























Relevant Industries

Banking & Financial Services

Technology

Manufacturing

Real Estate

Consumer Goods

Energy & Resources

Healthcare

Telecommunications

Infrastructure

Retail

Mining

Agriculture

Transportation & Logistics

Relevant Teams

Legal

Finance

Corporate Secretariat

Treasury

Tax

Compliance

Corporate Governance

Risk Management

Investor Relations

Board Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Director

Finance Director

Treasury Manager

Compliance Officer

Corporate Governance Officer

Investment Relations Manager

Board Director

Tax Manager

Financial Controller

Corporate Legal Counsel

Risk Management Officer

Company Secretary

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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