Deed Of Assignment Of Shares Template for Indonesia

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Key Requirements PROMPT example:

Deed Of Assignment Of Shares

"I need a Deed of Assignment of Shares for transferring 1,000 ordinary shares in PT Maju Bersama from an individual Indonesian shareholder to another Indonesian private limited company, with completion scheduled for March 15, 2025."

Document background
The Deed of Assignment of Shares is a crucial document in Indonesian corporate transactions, used whenever there is a transfer of share ownership in an Indonesian company. It is governed by Indonesian law, particularly Law No. 40 of 2007 on Limited Liability Companies, and typically requires notarization to be legally effective. The deed is essential for various corporate scenarios including acquisitions, corporate restructuring, investment transactions, and succession planning. It must contain specific provisions required under Indonesian law, including clear identification of the parties, detailed description of the shares being transferred, consideration amount, and various warranties and representations. The document is particularly important in ensuring compliance with Indonesian foreign investment regulations when international parties are involved, and it forms the basis for updating corporate registers and obtaining necessary regulatory approvals.
Suggested Sections

1. Parties: Identification of the Assignor(s) and Assignee(s), including their full legal names, registration numbers, and addresses

2. Background: Context of the share transfer, including details about the Company whose shares are being transferred and the basis for the transfer

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

4. Agreement to Assign: Core provision documenting the assignment of shares from Assignor to Assignee

5. Consideration: Details of the purchase price or other consideration for the shares

6. Completion: Timing and mechanics of the transfer completion, including signing and delivery of transfer documents

7. Assignor's Warranties: Warranties regarding ownership, authority to transfer, and absence of encumbrances

8. Company Related Warranties: Warranties regarding the status and condition of the Company whose shares are being transferred

9. Assignee's Warranties: Warranties from the Assignee regarding authority to purchase and compliance with laws

10. Tax Provisions: Obligations regarding payment of taxes arising from the transfer

11. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes

12. Execution: Formal execution block including notarial requirements under Indonesian law

Optional Sections

1. Foreign Investment Compliance: Required when the Assignee is a foreign entity, detailing compliance with Indonesian foreign investment laws

2. Pre-emptive Rights Waiver: Required when other shareholders have pre-emptive rights that need to be waived

3. Regulatory Approvals: Required when the transfer requires specific regulatory approvals (e.g., in regulated industries)

4. Non-Competition: Optional provisions restricting the Assignor's future competitive activities

5. Confidentiality: Optional provisions regarding confidentiality of the transaction and company information

6. Further Assurance: Optional provisions requiring parties to take additional steps to perfect the transfer

7. Power of Attorney: Optional section granting power to complete registration procedures

Suggested Schedules

1. Details of Shares: Schedule specifying the number, class, and distinctive numbers of shares being transferred

2. Company Information: Details of the Company including registration number, registered office, and share capital structure

3. Completion Requirements: List of documents and actions required for completion

4. Form of Transfer Instruments: Prescribed forms for share transfer under Indonesian law

5. Regulatory Approvals: Copies of required regulatory approvals or waivers

6. Corporate Authorizations: Board resolutions and other corporate approvals authorizing 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

Financial Services

Manufacturing

Technology

Real Estate

Mining

Agriculture

Retail

Healthcare

Education

Transportation

Energy

Telecommunications

Construction

Professional Services

Hospitality

Relevant Teams

Legal

Corporate Secretariat

Finance

Compliance

Tax

Mergers & Acquisitions

Corporate Development

Risk Management

Investment

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Investment Manager

Corporate Lawyer

Compliance Officer

Director of Mergers & Acquisitions

Investment Banker

Company Director

Shareholder Relations Manager

Tax Manager

Finance Director

Business Development Manager

Risk Manager

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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