Assignment Of Shares Agreement Template for Indonesia

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Key Requirements PROMPT example:

Assignment Of Shares Agreement

"I need an Assignment of Shares Agreement for transferring 40% shareholding in my Indonesian tech startup from an individual shareholder to a domestic corporate investor, with completion planned for March 2025 and payment in three installments."

Document background
The Assignment Of Shares Agreement is a crucial document used in Indonesian corporate transactions when transferring ownership of shares from one party to another. This document is essential for both private and public companies operating under Indonesian jurisdiction, requiring compliance with Law No. 40 of 2007 on Limited Liability Companies and various other regulations. The agreement is typically used in scenarios including corporate restructuring, investment exits, strategic acquisitions, or ownership consolidation. It must address specific Indonesian legal requirements such as notarial deeds, corporate and regulatory approvals, and foreign investment restrictions where applicable. The document includes detailed provisions on transfer mechanics, payment terms, representations and warranties, and completion procedures, while ensuring compliance with local corporate governance requirements and tax regulations.
Suggested Sections

1. Parties: Identification of the Assignor (current shareholder), Assignee (new shareholder), and the Company whose shares are being transferred

2. Background: Context of the transaction, including current shareholding structure and reason for transfer

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

4. Agreement to Assign: Core provision detailing the agreement to transfer the shares from Assignor to Assignee

5. Consideration: Details of the purchase price and payment terms for the shares

6. Completion: Specific actions required to complete the transfer, including timing and delivery of documents

7. Representations and Warranties: Statements of fact and assurances from both Assignor and Assignee

8. Company Consent and Waiver: Acknowledgment and consent from the Company regarding the transfer

9. Tax Obligations: Allocation of responsibility for any taxes arising from the transfer

10. Further Assurance: Obligation to execute further documents and take additional actions if needed

11. Notices: Process and details for serving notices under the agreement

12. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes

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

Optional Sections

1. Conditions Precedent: Used when completion is subject to certain conditions being satisfied, such as regulatory approvals or third-party consents

2. Staged Completion: Required when the transfer will occur in multiple stages or tranches

3. Non-Competition and Non-Solicitation: Included when the Assignor needs to be restricted from competing or soliciting employees/customers

4. Break Fee: Used when parties want to specify damages for failure to complete the transfer

5. Earn-out Provisions: Required when part of the consideration is contingent on future performance

6. Foreign Investment Compliance: Needed when the Assignee is a foreign investor, addressing compliance with Indonesian foreign investment laws

7. Director Resignations: Required when the share transfer also involves changes in company management

Suggested Schedules

1. Details of the Shares: Specific details of shares being transferred including share certificates numbers, class, and nominal value

2. Form of Transfer Instrument: Template of the formal share transfer deed required under Indonesian law

3. Company Information: Details of the Company including registration number, registered office, and current shareholding structure

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

5. Required Regulatory Approvals: List of necessary government or regulatory approvals

6. Existing Encumbrances: Details of any existing charges or encumbrances on the shares

7. Form of Corporate Approvals: Templates of required corporate approvals including shareholder resolutions and board minutes

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 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

Banking and Financial Services

Manufacturing

Technology

Real Estate

Mining and Natural Resources

Retail

Healthcare

Transportation and Logistics

Telecommunications

Energy

Agriculture

Construction

Education

Professional Services

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Tax

Corporate Development

Mergers & Acquisitions

Investment

Risk Management

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Investment Director

Compliance Officer

Corporate Lawyer

Finance Director

Managing Director

Board Director

Company Secretary

Investment Manager

Transaction Manager

Due Diligence Officer

Corporate Governance Specialist

Tax Manager

Mergers & Acquisitions 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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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