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Partnership Buyout Agreement

Partnership Buyout Agreement Template for Indonesia

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Key Requirements PROMPT example:

Partnership Buyout Agreement

"I need a Partnership Buyout Agreement for a three-partner technology consulting firm in Jakarta, where one founding partner is retiring in March 2025 and selling their 33% stake to the remaining partners equally."

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Document background
The Partnership Buyout Agreement is essential when one or more partners wish to exit a business partnership in Indonesia, whether due to retirement, strategic realignment, or other circumstances. This document is crucial for businesses operating under Indonesian jurisdiction and must comply with local laws including the Indonesian Civil Code (KUHPer), Commercial Code (KUHD), and relevant investment and tax regulations. The agreement typically includes detailed provisions for valuation, payment terms, liability allocation, and transition arrangements. It's particularly important that the Partnership Buyout Agreement addresses specific Indonesian legal requirements, such as proper notarization, witness requirements, and any necessary regulatory approvals. The document serves to protect all parties' interests while ensuring a smooth transition of ownership and continued business operations.
Suggested Sections

1. Parties: Identification of all parties involved, including the remaining partner(s) and departing partner(s)

2. Background: Brief history of the partnership, reason for buyout, and current ownership structure

3. Definitions: Key terms used throughout the agreement

4. Purchase and Sale of Partnership Interest: Details of the partnership interest being transferred, including percentage and rights being sold

5. Purchase Price and Payment Terms: Agreed value of the partnership interest and payment structure (including installments if applicable)

6. Closing and Transfer Mechanics: Process and timing for completing the buyout transaction

7. Representations and Warranties: Statements of fact by both parties regarding their authority, ownership, and partnership status

8. Pre-Closing Covenants: Obligations of parties before the transaction is completed

9. Post-Closing Obligations: Continuing obligations after the buyout, including transition arrangements

10. Release of Liabilities: Mutual release of claims and obligations between parties

11. Confidentiality: Protection of partnership and transaction confidential information

12. Tax Matters: Allocation of tax responsibilities and obligations

13. Dispute Resolution: Process for resolving any disputes under Indonesian law

14. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and relevant jurisdiction

15. General Provisions: Standard clauses including notices, amendments, and severability

Optional Sections

1. Non-Compete and Non-Solicitation: Restrictions on departing partner's future business activities - include when protecting business interests is crucial

2. Intellectual Property Rights: Specific provisions for IP ownership and licensing - include when IP is a significant partnership asset

3. Employee Matters: Provisions regarding staff retention and responsibilities - include when partnership has employees

4. Outstanding Loans and Debts: Treatment of any partner loans or partnership debts - include when there are outstanding financial obligations

5. Ongoing Projects: Handling of incomplete projects or contracts - include when there are active business commitments

6. Property Lease Arrangements: Transfer or continuation of property leases - include when partnership holds lease agreements

7. Insurance and Indemnification: Specific insurance requirements and indemnification provisions - include for high-risk businesses

8. Earn-out Provisions: Additional payment terms based on future performance - include when part of purchase price is contingent

Suggested Schedules

1. Schedule A - Partnership Interest Details: Detailed description of the partnership interest being transferred

2. Schedule B - Valuation Report: Independent valuation of the partnership interest (if applicable)

3. Schedule C - Payment Schedule: Detailed payment terms and installment schedule if applicable

4. Schedule D - Partnership Assets: Complete list of partnership assets and their allocation

5. Schedule E - Outstanding Liabilities: List of all partnership debts and obligations

6. Schedule F - Ongoing Contracts: List of all active contracts and their status

7. Appendix 1 - Required Regulatory Approvals: List of necessary government or regulatory approvals

8. Appendix 2 - Transfer Documents: Forms and documents required for official transfer of ownership

9. Appendix 3 - Financial Statements: Recent partnership financial statements and accounts

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Business Day
Closing
Closing Date
Completion
Confidential Information
Deed of Partnership
Departing Partner
Effective Date
Encumbrance
Governing Documents
Indonesian Civil Code
Indonesian Commercial Code
Intellectual Property Rights
Liabilities
Material Adverse Change
Partnership
Partnership Assets
Partnership Interest
Partnership Property
Purchase Price
Purchasing Partner
Remaining Partners
Representatives
Rupiah
Security Interest
Selling Partner
Tax
Transaction Documents
Transfer
Valuation Date
Working Capital
Clauses
Interpretation
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Representations and Warranties
Pre-Completion Obligations
Post-Completion Obligations
Non-Competition
Non-Solicitation
Confidentiality
Tax Matters
Employee Matters
Asset Transfer
Intellectual Property
Indemnification
Release of Liabilities
Partnership Accounts
Transition Services
Further Assurance
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Force Majeure
Governing Law
Dispute Resolution
Language
Costs and Expenses
Relevant Industries

Professional Services

Retail

Manufacturing

Technology

Construction

Healthcare

Hospitality

Real Estate

Agricultural

Mining

Trading

Consulting

Creative Industries

Transportation

Education

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Tax

Operations

Risk Management

Business Development

Executive Leadership

Administrative

Relevant Roles

Managing Partner

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Business Development Director

Company Secretary

Finance Director

Managing Director

Corporate Lawyer

Partnership Manager

Business Owner

Compliance Officer

Tax Manager

Operations Director

Risk Manager

Industries
Indonesian Civil Code (Kitab Undang-Undang Hukum Perdata - KUHPer): Provides fundamental rules for contracts, agreements, and partnerships, including formation and dissolution of partnerships
Indonesian Commercial Code (Kitab Undang-Undang Hukum Dagang - KUHD): Governs commercial partnerships and business relationships, including rights and obligations of partners
Law No. 40 of 2007 on Limited Liability Companies: Relevant if the partnership is structured as a PT (Perseroan Terbatas), governing corporate actions and ownership transfers
Law No. 25 of 2007 on Investment: Regulates foreign and domestic investment in Indonesian businesses, including ownership restrictions and requirements
Government Regulation No. 24 of 2018 on Online Single Submission: Governs business licensing and registration requirements for changes in business ownership
Law No. 37 of 2004 on Bankruptcy and Suspension of Debt Payment: Relevant for addressing potential insolvency issues and protecting creditors' rights during partnership transitions
Law No. 36 of 2008 on Income Tax: Covers tax implications of partnership buyouts, including capital gains tax and transfer pricing considerations
Law No. 42 of 1999 on Fiduciary Security: Relevant if the buyout involves secured assets or collateral arrangements
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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