Share Contribution Agreement Template for Indonesia

A Share Contribution Agreement is essential in Indonesian corporate transactions where shares are being contributed from one entity to another, commonly used in corporate restructuring, investment arrangements, or business consolidation. This document type is governed by Indonesian law, particularly Law No. 40 of 2007 on Limited Liability Companies, and must address specific local regulatory requirements including corporate approvals, share transfer procedures, and potential foreign investment restrictions. The agreement typically includes detailed provisions on share valuation, warranties about the contributed shares, completion mechanics, and necessary regulatory approvals. It's particularly important in scenarios involving group reorganizations, joint ventures, or strategic investments where shares are used as consideration rather than cash.

1. Parties: Identification of the contributor(s) and the receiving company, including their complete legal names, registration numbers, and addresses

2. Background: Context of the share contribution, including the purpose and brief description of the existing shareholding structure

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

4. Details of Share Contribution: Specific details of the shares being contributed, including number, class, and nominal value

5. Consideration: Description of what the contributor receives in exchange for the share contribution (e.g., shares in the receiving company)

6. Conditions Precedent: Prerequisites that must be fulfilled before the share contribution can be completed

7. Completion Mechanics: Step-by-step process for executing the share contribution, including timing and documentation requirements

8. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity, authority, and the shares being contributed

9. Covenants: Ongoing obligations of the parties before and after completion

10. Tax Matters: Allocation of responsibility for any taxes arising from the share contribution

11. Confidentiality: Obligations regarding the confidential treatment of information shared during the transaction

12. Notices: Process and contact details for formal communications between the parties

13. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and method of resolving disputes

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