Equity Transfer Agreement Template for Indonesia

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Key Requirements PROMPT example:

Equity Transfer Agreement

"I need an Equity Transfer Agreement for the sale of 100% shares in my Jakarta-based technology company to a Singapore corporation, with completion planned for March 2025, including provisions for employee retention and technology asset protection."

Document background

The Equity Transfer Agreement is a crucial document used in Indonesian business transactions when transferring ownership of shares between parties. It is essential for various scenarios including company acquisitions, corporate restructuring, or investment exits. The agreement must be drafted in compliance with Indonesian law, particularly Law No. 40 of 2007 and related regulations, and typically requires notarization. When foreign investment is involved, additional requirements under the Investment Law (Law No. 25 of 2007) and current Investment Priority List must be considered. The document includes detailed provisions on share valuation, payment terms, warranties, and regulatory compliance, with specific attention to Indonesian corporate governance requirements and foreign ownership restrictions where applicable.

Suggested Sections

1. Parties: Identification of the transferor, transferee, and the company whose shares are being transferred

2. Background: Context of the transaction, including current shareholding structure and purpose of transfer

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and payment terms

5. Conditions Precedent: Required approvals, regulatory clearances, and other conditions that must be met before completion

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

7. Completion: Mechanics of closing, including timing, location, and actions required

8. Representations and Warranties: Standard and specific warranties about the shares, company, and parties

9. Indemnification: Provisions for compensation in case of breach or misrepresentation

10. Confidentiality: Obligations regarding transaction confidentiality and company information

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

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

Optional Sections

1. Tag-Along Rights: Include when partial transfer with continuing shareholders requires minority protection

2. Drag-Along Rights: Include when majority shareholder may need to force minority shareholders to join in future sales

3. Non-Competition: Include when seller should be restricted from competing post-sale

4. Employee Matters: Include when transfer affects key employee arrangements or requires specific HR provisions

5. Regulatory Compliance: Include detailed section when deal involves regulated industries or foreign investment

6. Tax Provisions: Include specific tax arrangements when complex tax implications exist

7. Transitional Services: Include when seller needs to provide continued support post-completion

8. Foreign Exchange Provisions: Include when transaction involves cross-border payments or foreign currency

Suggested Schedules

1. Details of Shares: Complete description of shares being transferred including share certificates numbers

2. Company Information: Key corporate details, licenses, and material contracts

3. Completion Requirements: Detailed list of documents and actions required at completion

4. Warranties: Detailed warranties about the company and its business

5. Encumbrances: List of any existing charges or encumbrances on the shares

6. Corporate Approvals: Copies of required board and shareholder resolutions

7. Regulatory Approvals: List of required governmental or regulatory approvals

8. Form of Transfer Instruments: Template share transfer forms and other required documentation

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Manufacturing

Technology

Financial Services

Real Estate

Mining

Agriculture

Retail

Healthcare

Education

Transportation

Energy

Telecommunications

Construction

Hospitality

Professional Services

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Risk Management

Corporate Development

Mergers & Acquisitions

Investment

Business Development

Board Secretariat

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Director

Corporate Secretary

Investment Manager

Compliance Officer

Managing Director

Board Member

General Counsel

Financial Controller

Business Development Director

Mergers & Acquisitions Manager

Corporate Finance Manager

Risk Manager

Company Director

Shareholder Relations Manager

Find the exact document you need

Shadow Equity Agreement

An Indonesian law-governed agreement providing synthetic equity rights that mirror the economic benefits of share ownership without actual share transfer.

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Let's create your Equity Transfer Agreement

Authors

Alex Denne

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