Sales Of Shares Agreement Template for Indonesia

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Key Requirements PROMPT example:

Sales Of Shares Agreement

"I need a Sales of Shares Agreement for the purchase of 60% shareholding in an Indonesian manufacturing company, with completion scheduled for March 2025 and standard warranties and indemnities."

Document background
The Sales Of Shares Agreement is a crucial document used in corporate transactions in Indonesia when transferring ownership of shares between parties. It is essential for both private and public company transactions, though public company transfers may require additional regulatory compliance. The agreement must comply with Indonesian corporate law, particularly Law No. 40 of 2007 on Limited Liability Companies, and may require approval from the Investment Coordinating Board (BKPM) for foreign investment cases. The document typically includes detailed provisions on share valuation, payment mechanisms, warranties about the company's condition, tax indemnities, and specific conditions that must be met before the transfer can complete. It's particularly important in mergers and acquisitions, corporate restructuring, and investment transactions, requiring careful consideration of both legal and commercial aspects under Indonesian jurisdiction.
Suggested Sections

1. Parties: Identification of the Seller(s) and Buyer(s) with complete legal names and addresses

2. Background: Context of the transaction, description of the Company, and current shareholding structure

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

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

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

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

7. Completion: Mechanics of completion, including timing, location, and actions required

8. Warranties: Seller's warranties regarding the shares, company, and business

9. Tax Matters: Tax-related provisions, including responsibility for past tax liabilities

10. Confidentiality: Obligations regarding confidential information and announcements

11. Notices: Process for giving formal notices under the agreement

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

13. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability

Optional Sections

1. Tag-Along Rights: Include when minority shareholders need protection in case of future share sales

2. Drag-Along Rights: Include when majority shareholders want the right to force minorities to join in future sales

3. Non-Competition: Include when the seller needs to be restricted from competing post-sale

4. Employee Matters: Include when there are specific arrangements regarding key employees

5. Intellectual Property: Include when IP is a significant component of company value

6. Bank Financing: Include when purchase is partially financed through bank loans

7. Foreign Investment Provisions: Include when buyer is a foreign entity requiring compliance with Indonesian foreign investment laws

8. Earn-out Provisions: Include when part of purchase price is contingent on future performance

Suggested Schedules

1. Details of the Company: Complete corporate information including registration number, directors, share capital

2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion

3. Warranties: Comprehensive list of seller's warranties

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

5. Disclosed Matters: List of matters disclosed against the warranties

6. Properties: Details of company's real estate assets

7. Material Contracts: List and details of company's material contracts

8. Intellectual Property: Schedule of company's IP rights

9. Employee Information: Details of key employees and their terms of employment

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

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Technology

Real Estate

Financial Services

Mining

Agriculture

Retail

Healthcare

Education

Transportation

Energy

Telecommunications

Construction

Professional Services

Consumer Goods

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Corporate Secretariat

Treasury

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Secretary

Legal Counsel

Finance Director

Investment Manager

Compliance Officer

M&A Director

Business Development Manager

Tax Manager

Corporate Development Director

Board Member

Managing Director

Investment Banker

Private Equity Manager

Industries
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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