Share Sell Agreement Template for Indonesia

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Key Requirements PROMPT example:

Share Sell Agreement

"I need a Share Sale Agreement for the sale of 75% shareholding in a private Indonesian technology company to a Singapore-based corporate buyer, with completion scheduled for March 2025 and including escrow arrangements for 20% of the purchase price."

Document background
The Share Sale Agreement is a crucial document used in Indonesian corporate transactions to facilitate the transfer of company ownership through share sales. It is essential for both domestic and cross-border transactions, ensuring compliance with Indonesian corporate law, particularly Law No. 40 of 2007 on Limited Liability Companies. The agreement is used when shareholders wish to sell their shares to other parties, whether in full or in part, and can be adapted for various transaction sizes and complexities. It includes vital provisions for share transfer mechanics, regulatory compliance, tax considerations, and buyer/seller protections. The document must account for specific Indonesian requirements such as foreign ownership restrictions, mandatory language requirements, and local regulatory approvals.
Suggested Sections

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

2. Background: Context of the transaction, including company details and reason for the share sale

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

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

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

8. Seller's Warranties: Warranties regarding the shares, company, and seller's capacity

9. Purchaser's Warranties: Warranties regarding the purchaser's capacity and ability to complete

10. Tax Matters: Tax-related provisions, including responsibility for capital gains tax

11. Confidentiality: Obligations regarding confidential information

12. Announcements: Requirements for public announcements about the transaction

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

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

15. General Provisions: Standard boilerplate clauses including severability, costs, and amendments

Optional Sections

1. Tag-Along Rights: Used when only part of the shareholding is being sold and remaining shareholders need protection

2. Drag-Along Rights: Used when majority shareholders want the right to force minorities to join the sale

3. Escrow Arrangements: Include when part of the purchase price is held in escrow

4. Regulatory Compliance: Required for regulated industries or when specific permits are needed

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

6. Transitional Services: Used when seller needs to provide ongoing services post-completion

7. Break Fee: Include when there's a need for compensation if either party withdraws

8. Foreign Investment Provisions: Required when the purchaser is a foreign investor

9. Management Provisions: Include when there are specific arrangements regarding ongoing management

Suggested Schedules

1. Share Details: Details of the shares being sold including share certificates numbers

2. Company Information: Detailed information about the company including corporate documents

3. Warranties: Detailed warranties about the company and its business

4. Properties: List and details of company properties if material to the transaction

5. Material Contracts: List and summary of important company contracts

6. Intellectual Property: Details of company IP rights and registrations

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

8. Regulatory Approvals: List of required governmental or regulatory approvals

9. Encumbrances: Details of any existing encumbrances on the shares or company assets

10. Data Room Index: Index of documents disclosed during due diligence

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

Financial Services

Real Estate

Mining

Agriculture

Retail

Healthcare

Education

Construction

Transportation

Energy

Telecommunications

Professional Services

Hospitality

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Corporate Secretariat

Treasury

Business Development

Risk Management

Executive Leadership

Investment

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Director

Corporate Secretary

Investment Manager

Mergers & Acquisitions Director

Business Development Manager

Corporate Lawyer

Finance Manager

Tax Manager

Compliance Officer

Board Director

Managing Director

Company Secretary

Investment Banker

Private Equity Manager

General Counsel

Transaction Advisory 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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