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Sale Of Shares Form
"I need a Sale of Shares Form for transferring 40% of shares in my Indonesian tech startup to a Singapore-based venture capital firm, with completion scheduled for March 2025 and including foreign investment compliance provisions."
1. Parties: Identification of the Seller(s) and Buyer(s) of the shares, including complete legal names, addresses, and registration numbers for corporate entities
2. Background: Context of the transaction, including details about the company whose shares are being transferred and the current ownership structure
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase of Shares: Core terms of the transaction, including number of shares, share class, and purchase price
5. Payment Terms: Details of how and when the purchase price will be paid
6. Completion: Requirements and process for completing the share transfer, including timing and deliverables
7. Seller's Warranties: Standard warranties regarding share ownership, authority to sell, and absence of encumbrances
8. Buyer's Warranties: Warranties regarding authority to purchase and compliance with relevant laws
9. Company Matters: Statements regarding the company's status and affairs
10. Notices: Process for giving formal notices under the agreement
11. Governing Law: Confirmation of Indonesian law as governing law and jurisdiction for disputes
1. Conditions Precedent: Used when the share transfer is subject to specific conditions being met, such as regulatory approvals or third-party consents
2. Foreign Investment Provisions: Required when the buyer is a foreign entity, addressing compliance with Indonesian foreign investment regulations
3. Non-Competition: Include when the seller needs to be restricted from competing with the company post-sale
4. Tax Provisions: Detailed section on tax responsibilities when complex tax implications exist
5. Shareholder Approval: Required when other shareholders have pre-emptive rights or when shareholder approval is needed
6. Escrow Arrangements: Used when part of the purchase price needs to be held in escrow
7. Break Fee: Include when parties want to specify compensation if the deal fails to complete
1. Share Details: Detailed information about the shares being transferred, including share certificates numbers and shareholding history
2. Company Information: Key details about the company, including registration number, registered address, and current directors
3. Completion Checklist: List of documents and actions required for completion of the share transfer
4. Form of Transfer Deed: Standard form for executing the share transfer under Indonesian law
5. Regulatory Approvals: Copies of required regulatory approvals and licenses
6. Corporate Authorizations: Copies of relevant board resolutions and shareholder approvals
7. Disclosure Letter: Seller's disclosures against the warranties given in the main agreement
Authors
Articles of Association
Board of Directors
Business Day
Buyer
Company
Completion
Completion Date
Confidential Information
Consideration
Deed of Transfer
Encumbrance
Foreign Investment
Governing Law
Indonesian Law
Material Adverse Change
Notarial Deed
OJK
Party/Parties
Purchase Price
Regulatory Approvals
Related Party
Relevant Authority
Sale Shares
Seller
Share Certificates
Shareholders
Shareholders Register
Signing Date
Tax
Transaction Documents
Transfer
Warranties
Working Hours
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Seller Warranties
Buyer Warranties
Company Warranties
Indemnification
Confidentiality
Non-Competition
Regulatory Compliance
Foreign Investment Requirements
Tax Matters
Share Transfer Mechanics
Board and Shareholder Approvals
Notices
Force Majeure
Governing Law
Dispute Resolution
Assignment
Severability
Entire Agreement
Amendments
Costs and Expenses
Termination
Further Assurance
Financial Services
Banking
Manufacturing
Technology
Real Estate
Mining
Agriculture
Retail
Healthcare
Transportation
Energy
Telecommunications
Professional Services
Construction
Education
Legal
Finance
Corporate Secretarial
Compliance
Tax
Corporate Governance
Risk Management
Investment
Business Development
Shareholder Relations
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Investment Director
Compliance Officer
Tax Manager
Corporate Governance Officer
Managing Director
Finance Director
Business Development Manager
Risk Manager
Company Director
Shareholder Relations Manager
Investment Manager
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