Company Purchase Agreement Template for Indonesia

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Key Requirements PROMPT example:

Company Purchase Agreement

"I need a Company Purchase Agreement for acquiring 100% shares of an Indonesian manufacturing company, with completion scheduled for March 2025, including standard warranties and representations for a straightforward share purchase transaction."

Document background
The Company Purchase Agreement is a crucial legal document used in Indonesian corporate transactions to formalize the acquisition of a company, whether through share purchase or asset acquisition. This document is essential when one entity wishes to acquire ownership of another company in Indonesia, requiring careful consideration of Law No. 40 of 2007 on Limited Liability Companies, investment regulations, and other relevant Indonesian legislation. The agreement typically includes detailed provisions on purchase price, payment mechanisms, warranties, representations, conditions precedent, and completion requirements, while ensuring compliance with local regulatory requirements, including foreign investment restrictions if applicable. It serves as the primary transaction document that governs the rights and obligations of all parties involved in the company acquisition process.
Suggested Sections

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

2. Background: Context of the transaction, including brief description of the company being purchased and the purpose of the agreement

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets), purchase price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion of the transaction

6. Pre-Completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements

7. Completion: Details of the completion process, timing, and deliverables

8. Purchase Price Adjustments: Mechanisms for adjusting the purchase price based on completion accounts or other criteria

9. Seller Warranties: Warranties given by the seller regarding the company, its assets, and operations

10. Buyer Warranties: Warranties given by the buyer, typically regarding authority and ability to complete the transaction

11. Limitations on Liability: Limitations on the parties' liability under the warranties and indemnities

12. Tax Matters: Allocation of tax liabilities and obligations

13. Confidentiality: Obligations regarding confidential information

14. Announcements: Requirements for public announcements about the transaction

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

16. General Provisions: Standard boilerplate provisions including notices, amendments, and entire agreement

17. Execution: Signature blocks and execution formalities

Optional Sections

1. Regulatory Approvals: Required when the transaction needs specific regulatory approvals (e.g., from KPPU for competition law)

2. Employee Matters: Needed when the transaction involves transfer or termination of employees

3. Intellectual Property: Required when significant IP assets are involved in the transaction

4. Real Estate: Necessary when the company owns or leases significant real estate assets

5. Environmental Matters: Important for companies in industries with environmental impacts or risks

6. Transition Services: Required when post-completion services are needed from the seller

7. Non-Competition: Optional restrictions on seller's future business activities

8. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

9. Foreign Investment Provisions: Required when the transaction involves foreign investors

Suggested Schedules

1. Schedule 1 - Company Details: Detailed information about the target company including corporate information and capital structure

2. Schedule 2 - Properties: List and details of all owned and leased properties

3. Schedule 3 - Intellectual Property: List of all IP rights owned or licensed by the company

4. Schedule 4 - Material Contracts: List and summary of all material contracts

5. Schedule 5 - Employee Information: Details of employees, including key terms of employment

6. Schedule 6 - Seller Warranties: Detailed warranties given by the seller

7. Schedule 7 - Completion Deliverables: List of all documents and items to be delivered at completion

8. Schedule 8 - Permitted Leakage: List of permitted payments or value transfers in locked box transactions

9. Schedule 9 - Completion Accounts: Format and principles for preparation of completion accounts

10. Schedule 10 - Data Room Index: Index of documents disclosed in due diligence

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

Technology

Retail

Financial Services

Real Estate

Energy

Mining

Agriculture

Healthcare

Telecommunications

Transportation

Construction

Hospitality

Education

Professional Services

Consumer Goods

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Human Resources

Strategy

Operations

Due Diligence

Integration

Treasury

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Managing Director

Corporate Development Director

Head of Mergers & Acquisitions

Legal Counsel

Corporate Secretary

Financial Controller

Tax Director

Risk Management Officer

Compliance Officer

Business Development Manager

Investment Manager

Due Diligence Manager

Integration Manager

Human Resources Director

Strategy Director

Industries
Law No. 40 of 2007 on Limited Liability Companies: The primary law governing corporate entities in Indonesia, including provisions on company establishment, structure, management, shares, and corporate actions
Law No. 25 of 2007 on Investment: Regulates both domestic and foreign investment in Indonesia, including ownership restrictions and investment requirements
Law No. 5 of 1999 on Anti-Monopoly and Unfair Business Competition: Ensures the transaction doesn't create monopolistic practices or unfair business competition
Government Regulation No. 27 of 1998 on Merger, Consolidation and Acquisition: Specific regulations governing merger and acquisition procedures in Indonesia
Law No. 13 of 2003 on Employment: Regulates employment relationships and worker rights that may be affected by the company purchase
Law No. 28 of 2007 on General Taxation Provisions and Procedures: Covers tax implications and obligations related to company purchases and transfers
Presidential Regulation No. 44 of 2016 on Negative Investment List: Specifies business sectors that are closed or conditionally open to foreign investment
Law No. 8 of 1995 on Capital Markets: Relevant if either company is publicly listed or if the transaction involves public trading of shares
Law No. 37 of 2004 on Bankruptcy and Suspension of Debt Payment Obligations: Important for due diligence and understanding the implications of potential insolvency issues
Bank Indonesia Regulations: Relevant for payment mechanisms and foreign currency transactions in the purchase agreement
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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