Business Purchase Contract Template for Indonesia

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Key Requirements PROMPT example:

Business Purchase Contract

"I need a Business Purchase Contract under Indonesian law for acquiring a manufacturing company in Jakarta, including provisions for employee transfer and environmental compliance, with completion planned for March 2025."

Document background
The Business Purchase Contract serves as the primary legal instrument for documenting the acquisition of a business in Indonesia. It is essential when transferring ownership of a business or its assets from one party to another, whether as a share sale or asset purchase. This document must conform to Indonesian legal requirements, including the Civil Code (KUHPer), Company Law, and Investment Law, particularly regarding foreign ownership restrictions and business licensing requirements. The contract typically includes detailed provisions about the transaction structure, purchase price mechanisms, warranties, indemnities, and conditions precedent. It also addresses crucial aspects such as employee transfers, regulatory approvals, and tax implications specific to Indonesian business transactions. This document is particularly important given Indonesia's complex regulatory environment and the need for clear documentation of business ownership transfers.
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 purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including what is being sold and purchased

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: Process and requirements for closing the transaction

8. Seller's Warranties: Representations and warranties regarding the business, assets, and liabilities

9. Buyer's Warranties: Representations and warranties from the buyer, including capacity to purchase

10. Pre-Completion Obligations: Obligations of both parties between signing and completion

11. Post-Completion Obligations: Obligations after the completion of the sale

12. Confidentiality: Provisions regarding confidential information and its protection

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

14. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement

Optional Sections

1. Intellectual Property: Required when the business has significant IP assets requiring specific transfer provisions

2. Employee Matters: Needed when employees are being transferred as part of the business purchase

3. Real Estate: Required when the business purchase includes property transfers

4. Environmental Matters: Necessary for businesses with environmental compliance requirements or risks

5. Regulatory Compliance: Required for heavily regulated businesses or when specific permits/licenses are crucial

6. Tax Matters: Detailed tax provisions when complex tax implications are involved

7. Non-Competition: Required when restricting seller's future business activities

8. Transition Services: Needed when the seller will provide post-completion operational support

Suggested Schedules

1. Business Assets: Detailed inventory of all assets included in the sale

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

3. Financial Statements: Recent financial statements of the business

4. Material Contracts: List and copies of important business contracts

5. Intellectual Property Rights: Details of all IP rights owned or used by the business

6. Employee Information: List of employees and their key employment terms

7. Properties: Details of owned or leased properties

8. Permits and Licenses: List of all business permits and licenses

9. Disclosed Matters: Disclosures against the warranties

10. Completion Deliverables: List of documents and items to be delivered at completion

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

Technology

Real Estate

Financial Services

Healthcare

Hospitality

Mining

Agriculture

Construction

Transportation

E-commerce

Professional Services

Energy

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk & Compliance

Business Development

Corporate Secretariat

Tax

Human Resources

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Business Development Manager

Corporate Lawyer

Legal Counsel

Company Secretary

Finance Director

Commercial Director

Mergers & Acquisitions Manager

Business Owner

Investment Manager

Due Diligence Specialist

Risk Manager

Compliance Officer

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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