The Interest Transfer Agreement is a crucial document used in Indonesian business transactions when one party wishes to transfer their business interests to another. This document is essential for various corporate restructuring, investment, and divestment activities in Indonesia. It must comply with Law No. 40 of 2007 on Limited Liability Companies, Law No. 25 of 2007 on Investment, and other relevant Indonesian regulations. The agreement typically includes detailed provisions on the transfer process, regulatory compliance requirements, tax implications, and necessary corporate and governmental approvals. It's particularly important in contexts involving foreign investment, regulated industries, or significant corporate transactions where careful documentation of the transfer terms and conditions is required.
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1. Parties: Identification of the transferor and transferee, including complete legal names, registration numbers, and addresses
2. Background: Context of the transfer, description of the business interest being transferred, and current ownership structure
3. Definitions: Definitions of key terms used throughout the agreement, including specific Indonesian legal terminology
4. Subject Matter of Transfer: Detailed description of the interest being transferred, including percentage, type, and any associated rights
5. Purchase Price and Payment: Transfer consideration, payment terms, mechanics, and any adjustments
6. Conditions Precedent: Required approvals, consents, and conditions that must be satisfied before completion
7. Completion: Timing, location, and mechanics of the transfer completion
8. Representations and Warranties: Standard and specific warranties from both parties, including those required under Indonesian law
9. Tax Matters: Allocation of tax liabilities and responsibilities for filing requirements
10. Confidentiality: Obligations regarding confidential information and announcements
11. Governing Law and Dispute Resolution: Indonesian law as governing law and dispute resolution mechanisms
12. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Regulatory Compliance: Required for transfers in regulated sectors or involving foreign investment restrictions
2. Corporate Governance: Include when transfer affects management rights or corporate governance arrangements
3. Non-Competition: Required when transferor needs to be restricted from competing post-transfer
4. Transition Services: Include when ongoing support from transferor is needed post-completion
5. Employee Matters: Required when transfer affects employment relationships or requires employee notifications
6. Foreign Investment Provisions: Include when transfer involves foreign investors and related requirements
7. Bank/Financing Arrangements: Required when transfer involves existing financing arrangements or security
8. Intellectual Property: Include when transfer includes or affects IP rights
1. Description of Interest: Detailed description of the business interest being transferred
2. Completion Requirements: Checklist of documents and actions required for completion
3. Form of Transfer Instruments: Template forms for share transfer documentation required under Indonesian law
4. Corporate Information: Company details, shareholding structure, and corporate documents
5. Required Consents: List of third-party and regulatory consents required
6. Encumbrances: List of existing encumbrances affecting the interest
7. Tax Calculations: Details of applicable taxes and calculations
8. Disclosure Schedule: Disclosures against warranties and representations
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