Cross Purchase Buy Sell Agreement Template for Indonesia

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Key Requirements PROMPT example:

Cross Purchase Buy Sell Agreement

"I need a Cross Purchase Buy Sell Agreement for my Jakarta-based technology startup with three equal shareholders, including provisions for life insurance funding and specific valuation methods based on EBITDA multiples, to be implemented by March 2025."

Document background
The Cross Purchase Buy Sell Agreement is a critical business succession planning tool used in Indonesian business contexts where multiple owners wish to maintain control over company ownership and ensure smooth transitions during key events. This document becomes essential when business partners want to establish clear protocols for ownership changes, particularly in closely-held companies or partnerships. It addresses various scenarios including death, disability, retirement, or voluntary exit of owners, providing detailed mechanisms for share valuation, purchase terms, and funding arrangements. The agreement must comply with Indonesian legal requirements, including the Company Law (Law No. 40 of 2007) and relevant regulations governing share transfers and corporate ownership. It typically includes insurance provisions to fund potential buyouts and helps prevent potential disputes by establishing clear procedures and expectations in advance.
Suggested Sections

1. Parties: Identification of all shareholders/business owners entering into the agreement

2. Background: Context of the agreement, including current ownership structure and purpose

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

4. Purchase Obligation: Core obligations of surviving owners to purchase and selling owner's obligation to sell

5. Triggering Events: Events that trigger the buy-sell provisions (death, disability, retirement, etc.)

6. Purchase Price and Valuation: Methods for determining the purchase price of shares/interest

7. Payment Terms: Terms and conditions for payment, including timing and installment provisions

8. Funding Mechanism: Details of insurance policies or other funding sources for the purchase

9. Transfer Procedures: Process and requirements for executing the transfer of shares

10. Representations and Warranties: Standard representations and warranties from all parties

11. Confidentiality: Provisions regarding confidential information protection

12. Notices: Requirements for formal communications between parties

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

14. General Provisions: Standard boilerplate clauses including amendments, severability, etc.

Optional Sections

1. Right of First Refusal: Optional provision giving existing owners first right to purchase shares before third-party sales

2. Disability Provisions: Detailed provisions for handling temporary or permanent disability scenarios

3. Family Transfer Exceptions: Special provisions for transfers to family members or trusts

4. Tag-Along Rights: Rights of minority shareholders to join in sale of majority interests

5. Drag-Along Rights: Rights of majority shareholders to force minority participation in sale

6. Competition Restrictions: Non-compete and non-solicitation provisions for selling shareholders

7. Special Tax Provisions: Specific tax planning provisions based on shareholders' circumstances

Suggested Schedules

1. Schedule A - Current Ownership: Details of current shareholding structure and ownership percentages

2. Schedule B - Insurance Policies: List and details of insurance policies funding the agreement

3. Schedule C - Valuation Formula: Detailed methodology for business valuation

4. Schedule D - Transfer Notice Form: Standard form for initiating transfer process

5. Appendix 1 - Company Information: Corporate documents and registration details

6. Appendix 2 - Shareholder Information: Detailed information about each shareholder

7. Appendix 3 - Calculation Examples: Examples of purchase price calculations under different scenarios

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
Relevant Industries

Manufacturing

Professional Services

Retail

Technology

Healthcare

Construction

Hospitality

Agriculture

Real Estate

Financial Services

Transportation

Mining

Education

Media & Entertainment

Relevant Teams

Legal

Finance

Corporate Secretariat

Executive Management

Board of Directors

Compliance

Risk Management

Relevant Roles

CEO

Managing Director

Business Owner

Partner

Chief Financial Officer

Corporate Secretary

General Counsel

Legal Director

Finance Director

Board Member

Shareholder

Company Director

Executive Director

Managing Partner

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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