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Share Purchase Agreement

Share Purchase Agreement Template for Indonesia

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Key Requirements PROMPT example:

Share Purchase Agreement

"I need a Share Purchase Agreement under Indonesian law for the acquisition of 75% shares in a tech startup by a Singapore-based venture capital firm, with completion planned for March 2025 and including specific provisions for founder retention and technology asset protection."

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Document background
The Share Purchase Agreement (SPA) is a fundamental transaction document used in Indonesian corporate acquisitions to transfer ownership of shares from one party to another. It is essential for both domestic and cross-border transactions, requiring compliance with Indonesian Company Law (Law No. 40 of 2007), Investment Law (Law No. 25 of 2007), and relevant regulatory requirements. The document is particularly important in Indonesia's complex regulatory environment, where foreign ownership restrictions, mandatory local language requirements, and specific notarization procedures apply. The SPA typically includes detailed provisions on purchase price mechanisms, conditions precedent (including regulatory approvals), warranties about the target company's business, and specific closing requirements under Indonesian law. It serves as the primary transaction document in share acquisitions, mergers, and corporate restructurings.
Suggested Sections

1. Parties: Identification of the seller(s), purchaser(s) and the target company

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

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

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

5. Conditions Precedent: Prerequisites that must be satisfied before completion of the transaction

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

7. Completion: Mechanics and requirements for closing the transaction, including timing and deliverables

8. Warranties: Standard warranties from seller regarding the shares and target company

9. Tax Covenants: Provisions dealing with tax liabilities and indemnities

10. Confidentiality: Obligations regarding confidential information and announcements

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

12. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement

Optional Sections

1. Regulatory Compliance: Required when transaction needs specific regulatory approvals (e.g., BKPM approval for foreign investment)

2. Employee Matters: Required when transaction involves significant employee considerations or management retention

3. Non-Competition: Added when seller needs to be restricted from competing post-completion

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

5. Break Fee: Included when parties want to specify compensation for transaction failure

6. Transition Services: Required when seller needs to provide post-completion operational support

7. Multiple Sellers Provisions: Required when there are multiple sellers with different obligations/rights

Suggested Schedules

1. Share Details: Details of shares being transferred including share certificates

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

3. Warranties: Detailed seller warranties about the business and shares

4. Completion Obligations: Detailed list of actions and deliverables required at completion

5. Company Information: Key details about the target company including corporate information

6. Material Contracts: List of important contracts affecting the transaction

7. Properties: Details of company's real estate and material assets

8. Intellectual Property: Schedule of IP rights owned or used by the company

9. Disclosure Letter: Seller's disclosures against the warranties

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
Agreement
Articles of Association
Balance Sheet Date
BKPM
Business
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Deed of Transfer
Disclosed
Disclosure Letter
Encumbrance
Financial Statements
Governmental Authority
Group
IDR
Indonesian GAAP
Intellectual Property Rights
Law
Long Stop Date
Loss
Material Adverse Change
Material Contracts
OJK
Parties
Permits
Purchase Price
Purchaser
Purchaser's Group
Regulatory Approvals
Rupiah
Sale Shares
Seller
Seller's Guarantor
Seller's Knowledge
Seller's Warranties
Signing Date
Target Company
Tax
Tax Authority
Transaction Documents
Transfer
USD
Warranties
Clauses
Share Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion Mechanics
Post-Completion Obligations
Warranties
Indemnification
Tax Matters
Employee Matters
Regulatory Compliance
Confidentiality
Non-Competition
Non-Solicitation
Announcements
Force Majeure
Representations
Conduct of Business
Information Rights
Further Assurance
Assignment
Costs
Notices
Amendments
Severability
Entire Agreement
Governing Law
Dispute Resolution
Language Requirements
Transfer Restrictions
Termination Rights
Break Fee
Transition Services
Guarantee
Third Party Rights
Relevant Industries

Manufacturing

Technology

Financial Services

Real Estate

Consumer Goods

Energy

Mining

Agriculture

Healthcare

Education

Retail

Transportation

Telecommunications

Professional Services

Construction

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Investment

Compliance

Risk Management

Tax

Corporate Secretarial

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Secretary

Investment Director

Mergers & Acquisitions Director

Business Development Manager

Finance Manager

Legal Counsel

Corporate Lawyer

Investment Manager

Transaction Manager

Due Diligence Manager

Compliance Officer

Risk Manager

Industries
Law No. 40 of 2007 on Limited Liability Companies: The primary company law in Indonesia that governs corporate actions, including share transfers, shareholder rights, and corporate governance requirements
Law No. 25 of 2007 on Investment: Regulates foreign and domestic investment in Indonesia, including restrictions on foreign ownership in certain business sectors
Law No. 8 of 1995 on Capital Markets: Governs securities transactions and requirements for public companies if the target company is publicly listed
Law No. 5 of 1999 on Anti-Monopoly and Unfair Business Competition: Provides merger control requirements and thresholds for notification to the competition authority
Indonesian Civil Code (Kitab Undang-undang Hukum Perdata): Contains fundamental contract law principles governing the formation and validity of agreements
Government Regulation No. 29 of 2016 on Changes in Capital in Limited Liability Companies: Specific regulations regarding changes in company capital structure and share transfers
Law No. 7 of 1983 on Income Tax (as amended): Governs taxation aspects of share transfers, including capital gains tax obligations
BKPM Regulation No. 4 of 2021: Investment Coordinating Board regulation on implementation of risk-based business licensing and investment facilities
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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