Business Asset Sale Agreement Template for Indonesia

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Key Requirements PROMPT example:

Business Asset Sale Agreement

"I need a Business Asset Sale Agreement for selling manufacturing equipment and associated IP rights from my Jakarta-based electronics company to a Malaysian corporation, with completion planned for March 2025 and including provisions for employee transfer and post-sale technical support."

Document background
The Business Asset Sale Agreement is a crucial document used when one entity wishes to acquire specific business assets from another entity in Indonesia. This agreement is essential for transactions involving the transfer of tangible and intangible assets, excluding share capital, and must comply with Indonesian legal requirements, including the Civil Code (Kitab Undang-undang Hukum Perdata) and Law No. 40 of 2007 on Limited Liability Companies. It is particularly useful when parties prefer to acquire specific assets rather than entire business entities, allowing for more flexibility in transaction structure while managing associated risks and liabilities. The document includes detailed provisions for asset identification, valuation, transfer mechanisms, warranties, and regulatory compliance, making it suitable for both domestic and foreign investors operating within the Indonesian legal framework.
Suggested Sections

1. Parties: Identification of the seller and buyer, including complete legal names, registration numbers, and addresses

2. Background: Context of the transaction, brief description of the business and assets being sold

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

4. Sale and Purchase of Assets: Core provision detailing the assets being sold and the agreement to sell and purchase

5. Purchase Price: Details of the purchase price, payment terms, and any adjustments

6. Conditions Precedent: Conditions that must be satisfied before completion of the sale

7. Completion: Details of when, where, and how completion will take place, including delivery requirements

8. Seller's Warranties: Warranties given by the seller regarding the assets and business

9. Buyer's Warranties: Warranties given by the buyer, including capacity to enter into the agreement

10. Tax Matters: Treatment of tax liabilities and obligations, including VAT considerations

11. Confidentiality: Obligations regarding confidential information

12. Announcements: Requirements for public announcements 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. Employee Matters: Required when employees are being transferred as part of the business asset sale

2. Intellectual Property Rights: Needed when significant IP assets are included in the sale

3. Property Lease Assignments: Required when leased properties are part of the transferred assets

4. Environmental Matters: Necessary for businesses with environmental impacts or obligations

5. Competition Compliance: Required when the transaction size triggers competition law requirements

6. Transitional Services: Needed when the seller will provide post-completion support services

7. Foreign Investment Provisions: Required when the buyer is a foreign entity

8. Regulatory Compliance: Necessary for heavily regulated industries

9. Post-Completion Obligations: Required when there are specific post-sale requirements or restrictions

Suggested Schedules

1. Schedule 1 - List of Assets: Detailed inventory of all assets being sold

2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale

3. Schedule 3 - Properties: Details of any real property included in the sale

4. Schedule 4 - Intellectual Property: List of all IP rights being transferred

5. Schedule 5 - Contracts: List of contracts being transferred or assigned

6. Schedule 6 - Employees: Details of employees being transferred (if applicable)

7. Schedule 7 - Completion Requirements: Detailed list of actions required at completion

8. Schedule 8 - Form of Transfer Documents: Templates of required transfer documentation

9. Appendix A - Due Diligence Findings: Summary of key due diligence findings and disclosed matters

10. Appendix B - Required Consents: List of third-party consents required for the transfer

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

Manufacturing

Retail

Hospitality

Technology

Real Estate

Industrial

Agriculture

Mining

Construction

Transportation

Healthcare

Education

Professional Services

Energy

Telecommunications

Relevant Teams

Legal

Finance

Corporate Affairs

Operations

Risk & Compliance

Tax

Business Development

Commercial

Strategy

Asset Management

Investment

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Managing Director

Finance Director

Legal Counsel

Corporate Secretary

Business Development Manager

Operations Director

Risk Manager

Compliance Officer

Tax Manager

Asset Manager

Commercial Director

Investment Manager

Industries
Indonesian Civil Code (Kitab Undang-undang Hukum Perdata): Fundamental law governing contracts and agreements, including provisions for sale and purchase agreements, rights and obligations of parties, and contract validity requirements
Law No. 40 of 2007 on Limited Liability Companies: Regulates corporate actions, including asset transfers, corporate approvals required for significant transactions, and shareholder rights
Law No. 25 of 2007 on Investment: Governs foreign and domestic investment aspects, including restrictions on foreign ownership and investment requirements
Government Regulation No. 27 of 1998: Regulates merger, consolidation, and acquisition of companies, including asset transfers as part of business transactions
Law No. 42 of 2009 on Value Added Tax: Governs VAT implications in asset transfers and business sales
Law No. 13 of 2003 on Employment: Regulates employment aspects in business transfers, including employee rights and obligations during ownership changes
Law No. 28 of 2007 on General Taxation Provisions: Covers tax obligations and procedures related to business asset transfers
Law No. 30 of 2009 on Electricity: Specific regulations if the business assets include electrical installations or power-related facilities
Government Regulation No. 24 of 2018 on Online Single Submission: Regulates business licensing and registration requirements, including updates needed after asset transfers
Law No. 5 of 1999 on Anti-Monopoly and Unfair Business Competition: Ensures the asset sale doesn't create monopolistic practices or unfair business competition
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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