Shareholder Buyout Agreement Template for Indonesia

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Key Requirements PROMPT example:

Shareholder Buyout Agreement

"I need a Shareholder Buyout Agreement for my Indonesian technology startup where two foreign venture capital investors will buy out three founding shareholders, with completion planned for March 2025, ensuring compliance with foreign investment restrictions and including necessary tech IP protection clauses."

Document background
The Shareholder Buyout Agreement is a crucial document used when one or more shareholders wish to sell their ownership stake to other existing shareholders or new investors in an Indonesian company. This agreement is particularly important in the Indonesian context as it must comply with specific requirements under Law No. 40 of 2007 on Limited Liability Companies, including mandatory involvement of an Indonesian notary for share transfers, potential foreign ownership restrictions, and specific corporate approval processes. The document typically includes detailed provisions on share valuation, payment terms, warranties, and regulatory compliance requirements, while addressing specific Indonesian law requirements such as language requirements (bilingual agreements), notarization procedures, and investment coordination board (BKPM) approvals where applicable.
Suggested Sections

1. Parties: Identification of the selling shareholder(s), purchasing shareholder(s), and the company

2. Background: Context of the transaction, current shareholding structure, and reasons for the buyout

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase of Shares: Details of the shares being transferred, including class, number, and percentage of ownership

5. Purchase Price: Agreed purchase price, valuation method, and payment terms

6. Conditions Precedent: Conditions that must be fulfilled before the transaction can complete

7. Completion Mechanics: Step-by-step process for executing the share transfer

8. Seller's Warranties: Warranties regarding share ownership, authority to sell, and company status

9. Buyer's Warranties: Warranties regarding authority to purchase and financial capacity

10. Company Warranties: Warranties regarding the company's financial position, assets, and liabilities

11. Confidentiality: Obligations to maintain confidentiality of the transaction and company information

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

13. Notices: Process for delivering formal notices between parties

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

Optional Sections

1. Financing Arrangements: Include when buyer requires external financing to complete the purchase

2. Non-Competition: Include when selling shareholder needs to be restricted from competing post-sale

3. Transition Services: Include when seller needs to provide operational support post-completion

4. Tax Indemnities: Include when specific tax risks need to be allocated between parties

5. Foreign Investment Provisions: Include when transaction involves foreign buyers or sellers

6. Employee Matters: Include when transaction affects key employees or management

7. Intellectual Property Rights: Include when company has significant IP assets

8. Outstanding Loans and Guarantees: Include when selling shareholder has provided loans or guarantees to the company

Suggested Schedules

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

2. Company Information: Key company details, registration numbers, and corporate structure

3. Completion Checklist: List of documents and actions required for completion

4. Form of Transfer Instruments: Template share transfer forms and corporate resolutions

5. Disclosure Letter: Seller's disclosures against warranties

6. Latest Financial Statements: Company's recent financial statements and management accounts

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

8. Required Regulatory Approvals: List of necessary government or regulatory approvals

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

Retail

Mining

Agriculture

Healthcare

Education

Transportation

Energy

Construction

Telecommunications

Professional Services

Hospitality

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Executive Management

Board of Directors

Corporate Affairs

Investment

Treasury

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Director

Investment Director

Managing Director

Finance Director

Board Member

Company Commissioner

General Counsel

Legal Manager

Corporate Lawyer

Financial Controller

Compliance Officer

Company Director

Shareholder Relations 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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