All Countries
Sales
Sale And Purchase Agreement For Company Shares

Sale And Purchase Agreement For Company Shares Template for Indonesia

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Sale And Purchase Agreement For Company Shares

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Sale And Purchase Agreement For Company Shares

"I need a Sale And Purchase Agreement For Company Shares for the acquisition of a 75% stake in an Indonesian technology startup by a Singapore-based venture capital firm, with completion scheduled for March 2025 and including earn-out provisions based on revenue targets."

Celebrated by
Collaborations with
Investors
Document background
The Sale And Purchase Agreement For Company Shares is a crucial document used in Indonesian corporate transactions to facilitate the transfer of company ownership through share acquisition. This agreement is essential when conducting mergers and acquisitions in Indonesia, whether for partial or complete ownership transfers. It must comply with Indonesian Company Law (Law No. 40 of 2007), investment regulations, and where applicable, the Investment Priority List for foreign investments. The document typically includes detailed provisions on purchase price mechanisms, conditions precedent, warranties, and completion requirements, while addressing specific Indonesian regulatory requirements such as mandatory language provisions, notarization requirements, and foreign investment restrictions. It's particularly important to note that certain share transfers in Indonesia may require government approvals, especially in regulated industries or when involving foreign investors.
Suggested Sections

1. Parties: Identification of the Seller(s), Purchaser(s) and the Company whose shares are being sold

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

3. Definitions and Interpretation: Defined terms and interpretation rules used throughout the agreement

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

5. Conditions Precedent: Prerequisites that must be satisfied before completion can occur

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

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

8. Warranties and Representations: Seller's and Purchaser's warranties about their capacity and authority, and warranties about the Company

9. Limitations on Liability: Limitations on warranty claims and general liability caps

10. Tax Covenants: Arrangements for tax liabilities and indemnities

11. Confidentiality: Obligations regarding transaction confidentiality and public announcements

12. Further Assurance: Obligations to take additional actions necessary to effect the transaction

13. Notices: Process for formal communications between parties

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

15. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and assignment

Optional Sections

1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

2. Foreign Investment Compliance: Required when the purchaser is a foreign investor, addressing Indonesian foreign investment regulations

3. Non-Competition and Non-Solicitation: Included when restricting seller's future competitive activities

4. Transitional Services: When the seller needs to provide ongoing services post-completion

5. Break Fee: Used in larger transactions to specify compensation if the deal fails

6. Regulatory Compliance: Required for regulated industries or when specific regulatory approvals are needed

7. Staged Completion: When the transaction will complete in multiple phases

8. Employee Matters: Specific provisions dealing with key employees or employee transfers

9. Intellectual Property Rights: Detailed IP provisions when the company's IP assets are significant

10. Bank Guarantee/Security: When payment security or performance guarantees are required

Suggested Schedules

1. Details of the Company: Corporate information, share capital structure, and subsidiaries

2. Details of the Sale Shares: Specific details of shares being transferred including share certificates

3. Purchase Price Calculation: Detailed methodology for calculating the final purchase price

4. Warranties: Comprehensive list of seller's warranties about the company

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

6. Company Accounts: Recent financial statements and management accounts

7. Material Contracts: List and copies of important company contracts

8. Properties: Details of company's real estate assets and leases

9. Intellectual Property: List of IP rights owned or used by the company

10. Employee Information: Details of key employees and employment terms

11. Required Consents: List of third-party and regulatory consents needed

12. Disclosed Matters: Information disclosed against the warranties

13. Form of Resignation Letters: Template resignation letters for outgoing directors

14. Form of Board Resolutions: Template board resolutions approving 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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Affiliate
Agreement
Articles of Association
Board of Commissioners
Board of Directors
Business Day
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Deed of Transfer
Disclosed Information
Disclosure Letter
Effective Date
Encumbrance
Financial Statements
Government Authority
Group
IDR
Indonesian GAAP
Intellectual Property Rights
Law
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
MOLHR
Notarial Deed
Notary
OJK
Parties
Permits
Purchase Price
Purchaser
Related Party
Sale Shares
Seller
Shareholders
Signing Date
Subsidiary
Tax
Transaction Documents
USD
Warranties
Working Capital
Clauses
Definitions and Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties and Representations
Seller Warranties
Purchaser Warranties
Company Warranties
Limitations on Liability
Tax Covenants
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Force Majeure
Assignment
Notices
Costs and Expenses
Severability
Amendments
Waiver
Entire Agreement
Third Party Rights
Counterparts
Language
Governing Law
Dispute Resolution
Relevant Industries

Manufacturing

Technology

Financial Services

Real Estate

Mining

Agriculture

Retail

Healthcare

Education

Transportation

Energy

Telecommunications

Consumer Goods

Professional Services

Construction

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Compliance

Corporate Secretariat

Tax

Treasury

Executive Management

Board of Directors

Due Diligence

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Legal Director

Finance Director

Managing Director

Investment Director

Merger & Acquisition Manager

Corporate Development Manager

Legal Counsel

Investment Banker

Due Diligence Officer

Compliance Officer

Business Development Director

Strategy Director

Board Member

Company Director

Transaction Manager

Industries
Law No. 40 of 2007 on Limited Liability Companies (Company Law): The fundamental law governing corporate entities in Indonesia, including provisions on share transfers, shareholder rights, and corporate approvals required for share transactions
Indonesian Civil Code (Kitab Undang-undang Hukum Perdata): Provides the basic principles of contract law including formation, validity, and enforcement of agreements
Law No. 25 of 2007 on Investment: Regulates foreign investment in Indonesian companies, including restrictions on foreign ownership in certain business sectors
Government Regulation No. 27 of 1998 on Merger, Consolidation and Acquisition: Provides specific requirements for corporate acquisitions, including share purchase transactions
Law No. 5 of 1999 on Competition Law: Relevant for larger share acquisitions that might trigger merger control notifications or affect market competition
Law No. 8 of 1995 on Capital Markets: Applicable if the target company is publicly listed, governing disclosure requirements and public company regulations
Presidential Regulation No. 10 of 2021 on Investment Business Fields: Details the Investment Priority List (Positive List) specifying business sectors open to foreign investment and their limitations
Law No. 7 of 2011 on Currency: Regulates the use of Indonesian Rupiah in transactions and reporting requirements for foreign currency transactions
Bank Indonesia Regulation on Foreign Exchange Transactions: Governs foreign exchange aspects of cross-border share purchase transactions
Income Tax Law (Law No. 36 of 2008): Regulates tax implications of share transfers, including capital gains tax and withholding tax obligations
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

Find the exact document you need

Agreement Of Sale Of Motor Vehicle

An Indonesian law-compliant agreement governing the sale and transfer of ownership of motor vehicles between parties.

find out more

Agreement For Purchase Of Goods

An Indonesian law-governed agreement setting out terms and conditions for the sale and purchase of goods, including pricing, delivery, and quality requirements.

find out more

Sell Agreement

An Indonesian law-governed agreement documenting the sale of goods between parties, specifying terms, conditions, and obligations of the transaction.

find out more

Real Estate Purchase Agreement Contract

An Indonesian law-governed agreement for the sale and purchase of real estate property, detailing transfer terms and compliance requirements.

find out more

Business Purchase Agreement Contract

An Indonesian law-governed agreement detailing the terms and conditions for the purchase and sale of a business, including all relevant assets, obligations, and regulatory requirements.

find out more

Home Sales Agreement

An Indonesian law-governed agreement for the sale and purchase of residential property, detailing terms of ownership transfer and payment conditions.

find out more

Buy Sell Agreement For Land

An Indonesian law-governed agreement documenting the sale and transfer of land ownership between parties, including all required legal provisions and registration requirements.

find out more

Stock Purchase And Sale Agreement

An Indonesian law-governed agreement for the sale and purchase of shares in an Indonesian company, detailing transfer terms and regulatory compliance requirements.

find out more

Apartment Sales Contract

An Indonesian law-governed contract for the sale and purchase of an apartment unit, complying with UU Rumah Susun and related regulations.

find out more

Private Car Sale Contract

An Indonesian law-governed agreement for the private sale of a motor vehicle, detailing sale terms and ownership transfer requirements.

find out more

Sell Buy Back Agreement

An Indonesian law-governed agreement for securities sale with a repurchase commitment, compliant with OJK regulations and local securities laws.

find out more

Bill Of Sale Purchase Agreement

An Indonesian law-governed agreement documenting the transfer of property ownership from seller to buyer, detailing sale terms and conditions in compliance with local regulations.

find out more

Sell And Buy Back Agreement

An Indonesian law-governed agreement facilitating the sale of assets with a commitment to repurchase at a future date under specified terms.

find out more

Business Buy And Sell Agreement

An Indonesian law-governed agreement detailing the terms and conditions for the sale and purchase of a business, including assets, liabilities, and transfer conditions.

find out more

Residential Real Estate Purchase Contract

An Indonesian law-governed agreement for the sale and purchase of residential real estate, ensuring legal transfer of property ownership while complying with local property regulations.

find out more

Sale And Buy Back Agreement

An Indonesian law-governed agreement for the sale of assets with a predetermined buy-back arrangement, combining elements of asset transfer and financing.

find out more

Buyout Agreement

An Indonesian law-governed agreement documenting the complete purchase of a business entity's ownership interests, including all transaction terms and regulatory compliance requirements.

find out more

Vehicle Sale Agreement

An Indonesian law-governed agreement for the sale and purchase of vehicles, detailing ownership transfer and transaction terms.

find out more

Partnership Buyout Agreement

An Indonesian law-governed agreement facilitating the purchase of partnership interests from departing partners, outlining transfer terms and conditions.

find out more

Sale And Purchase Agreement For Company Shares

An Indonesian law-governed agreement for the sale and purchase of company shares, detailing transaction terms and regulatory compliance requirements.

find out more

Asset Purchase And Sale Agreement

An Indonesian law-governed agreement for the transfer of asset ownership from seller to buyer, detailing sale terms, conditions, and regulatory compliance requirements.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.

Read our Privacy Policy.