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Business Dissolution Agreement

Business Dissolution Agreement Template for Indonesia

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Key Requirements PROMPT example:

Business Dissolution Agreement

"I need a Business Dissolution Agreement under Indonesian law for a technology startup with three equal shareholders who have mutually agreed to wind up operations by March 2025, including provisions for distributing our software patents and handling ongoing client contracts."

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Document background
The Business Dissolution Agreement serves as a crucial legal instrument under Indonesian law for companies seeking to formally terminate their operations. This document becomes necessary when business partners or shareholders decide to cease operations, whether due to mutual agreement, achievement of business objectives, financial difficulties, or strategic reorganization. The agreement must comply with Law No. 40 of 2007 on Limited Liability Companies and other relevant Indonesian regulations, covering essential aspects such as asset distribution, debt settlement, employee matters, and tax obligations. It provides a comprehensive framework for ensuring an orderly business closure while protecting all stakeholders' interests and maintaining legal compliance with Indonesian corporate and tax laws.
Suggested Sections

1. Parties: Identification of all business partners, shareholders, or parties involved in the dissolution

2. Background: Context of the business relationship and reasons for dissolution

3. Definitions: Key terms used throughout the agreement

4. Effective Date of Dissolution: Specific date when the business dissolution becomes effective

5. Distribution of Assets: Detailed arrangement for the division and distribution of business assets

6. Settlement of Liabilities: Process for handling outstanding debts, loans, and other financial obligations

7. Tax Obligations: Arrangements for final tax returns and clearance

8. Employee Matters: Handling of employee terminations, severance, and benefits

9. Intellectual Property Rights: Distribution or transfer of IP assets and rights

10. Confidentiality: Ongoing obligations regarding business information

11. Mutual Release: Release of claims between parties post-dissolution

12. Governing Law: Confirmation of Indonesian law application and jurisdiction

13. Dispute Resolution: Process for resolving any disputes arising from the dissolution

14. Notices: Communication procedures between parties during dissolution process

Optional Sections

1. Foreign Investment Provisions: Required when foreign investors are involved, addressing specific requirements under Indonesian Investment Law

2. Real Estate Matters: Required when the business owns or leases property that needs to be disposed of or transferred

3. Ongoing Projects: Needed when there are incomplete projects or contracts that need to be addressed

4. Environmental Obligations: Required for businesses with environmental permits or potential liabilities

5. Customer/Client Transition: Needed when there are ongoing customer relationships to be terminated or transferred

6. Post-Dissolution Obligations: Required when parties need to maintain certain responsibilities after dissolution

Suggested Schedules

1. Schedule A - Asset Inventory: Complete list of business assets and their agreed values

2. Schedule B - Liability List: Comprehensive list of all business debts and obligations

3. Schedule C - Employee Information: List of employees and their entitlements

4. Schedule D - Intellectual Property Register: Inventory of all IP assets and their disposition

5. Schedule E - Ongoing Contracts: List of contracts requiring termination or transfer

6. Appendix 1 - Distribution Plan: Detailed plan for asset distribution and liability settlement

7. Appendix 2 - Tax Clearance Documents: Copies of tax-related documentation

8. Appendix 3 - Corporate Documents: Relevant company registration and dissolution forms

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

Retail

Technology

Professional Services

Construction

Food and Beverage

Healthcare

Education

Real Estate

Transportation and Logistics

Mining

Agriculture

Financial Services

Hospitality

Media and Entertainment

Relevant Teams

Legal

Finance

Executive Leadership

Human Resources

Tax

Compliance

Risk Management

Corporate Secretariat

Operations

Administrative

Relevant Roles

CEO

Managing Director

Company Director

Chief Financial Officer

Legal Counsel

Corporate Secretary

Tax Manager

Human Resources Director

Finance Manager

Business Owner

Compliance Officer

Risk Manager

Company Liquidator

Board Member

Operations Director

Industries
Law No. 40 of 2007 on Limited Liability Companies: The main corporate law governing the establishment, operation, and dissolution of limited liability companies in Indonesia, including procedures for liquidation and winding up
Indonesian Civil Code (KUHPerdata): Provides the basic framework for contracts and agreements, including principles of contract formation, validity, and termination
Law No. 13 of 2003 on Labour: Governs employment relationships and workers' rights, crucial for handling employee terminations and settlements during business dissolution
Law No. 28 of 2007 on General Taxation: Regulates tax obligations and procedures during business closure, including final tax reporting and clearance requirements
Law No. 25 of 2007 on Investment: Relevant for foreign investment aspects and requirements during business dissolution if foreign investors are involved
Government Regulation No. 24 of 2018 on Online Single Submission: Regulates business licensing and registration, including procedures for business closure and license revocation
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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