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Board Resolution For Sale Of Shares Of Subsidiary Company

Board Resolution For Sale Of Shares Of Subsidiary Company Template for Indonesia

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Key Requirements PROMPT example:

Board Resolution For Sale Of Shares Of Subsidiary Company

"I need a Board Resolution For Sale Of Shares Of Subsidiary Company to approve the sale of 75% shareholding in our Indonesian manufacturing subsidiary PT Maju Bersama to a local buyer, with completion planned for March 2025 and a purchase price of IDR 500 billion."

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Document background
A Board Resolution For Sale Of Shares Of Subsidiary Company is a crucial corporate document required under Indonesian law when a company intends to divest its ownership interest in a subsidiary. This document is mandatory under Law No. 40 of 2007 on Limited Liability Companies and must be properly executed to ensure legal validity of the share transfer. It is typically required when a parent company decides to either partially or fully divest its ownership in a subsidiary, whether for strategic realignment, financial considerations, or regulatory compliance. The resolution must include specific details about the transaction, demonstrate proper corporate governance procedures, and comply with requirements from various regulatory bodies including the Ministry of Law and Human Rights and the Investment Coordinating Board (BKPM). This document becomes particularly important in cases involving foreign investment, material transactions, or when the subsidiary operates in regulated sectors.
Suggested Sections

1. Header and Company Details: Full legal name of the parent company, registration number, registered address, and date of the resolution

2. Attendance and Quorum: List of board members present, confirmation of valid quorum as per Articles of Association

3. Background: Context of the proposed sale, including details of the subsidiary and current shareholding structure

4. Recitals of Authority: Reference to relevant provisions of Articles of Association and Indonesian law authorizing the board to make this decision

5. Transaction Details: Specific details of the proposed share sale, including number of shares, price, and purchaser details

6. Board Deliberation: Summary of board's consideration of the transaction, including financial and strategic rationale

7. Resolutions: Formal decisions made by the board, including approval of sale and authorization of specific actions

8. Implementation Authority: Designation of authorized persons to execute documents and take necessary actions

9. Closing: Signatures of board members and company seal

Optional Sections

1. Conditions Precedent: Include when the sale is subject to specific conditions that must be met before completion

2. Foreign Investment Considerations: Required when the transaction involves foreign buyers or sellers

3. Related Party Transaction Declarations: Include when the sale involves related parties as defined under Indonesian law

4. Material Transaction Analysis: Required when the sale meets the threshold for material transactions under OJK regulations

5. Regulatory Compliance Statement: Include when specific regulatory approvals are required (e.g., BKPM, OJK approval)

Suggested Schedules

1. Share Sale Details: Detailed breakdown of shares being sold, including class, par value, and percentage of ownership

2. Subsidiary Information: Key details about the subsidiary including financial statements and material contracts

3. Valuation Report Summary: Summary of independent valuation report if required under Indonesian regulations

4. Required Regulatory Approvals: List of all regulatory approvals needed and their status

5. Power of Attorney: Format of power of attorney for authorized representatives to execute the transaction

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Manufacturing

Technology

Financial Services

Real Estate

Mining

Agriculture

Retail

Energy

Transportation

Healthcare

Telecommunications

Construction

Consumer Goods

Professional Services

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Risk Management

Corporate Strategy

Mergers & Acquisitions

Investment

Corporate Governance

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Board Director

Company Secretary

Corporate Counsel

Legal Director

Investment Director

Corporate Secretary

Compliance Officer

Strategy Director

M&A Director

Finance Manager

Legal Manager

Corporate Governance Officer

Risk Management Officer

Industries
Law No. 40 of 2007 on Limited Liability Companies: The primary Indonesian company law that governs corporate actions, including requirements for board resolutions, share transfers, and corporate governance structures
Government Regulation No. 27 of 1998: Regulates mergers, consolidations, and acquisitions of companies, including the process of share transfers and subsidiary disposals
Law No. 25 of 2007 on Investment: Governs foreign and domestic investment in Indonesian companies, including restrictions and requirements for share ownership
BKPM Regulation No. 4 of 2021: Details the requirements and procedures for investment activities, including share transfers and changes in company ownership
OJK Regulation No. 42/POJK.04/2020: Regulates affiliated transactions and material transactions, including the sale of substantial assets or shares in subsidiaries
Minister of Law and Human Rights Regulation No. 4 of 2014: Provides procedures for submission and ratification of company documents, including board resolutions and changes in share ownership
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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