Sale Of Shares Form Template for Indonesia

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Key Requirements PROMPT example:

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."

Document background
The Sale of Shares Form is a crucial document used in Indonesian corporate transactions to formalize and execute the transfer of company shares between parties. This document is essential when shareholders wish to sell their ownership stakes in a company, whether partially or entirely. It must comply with Indonesian Company Law (Law No. 40 of 2007) and related regulations, including specific requirements for foreign investment if applicable. The form typically includes detailed information about the shares being transferred, payment terms, warranties, and necessary corporate and regulatory approvals. It's particularly important in Indonesia's business environment where share transfers often require multiple levels of documentation and regulatory compliance, especially in sectors with foreign ownership restrictions.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

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