Shareholder Redemption Agreement Template for Indonesia

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Key Requirements PROMPT example:

Shareholder Redemption Agreement

"I need a Shareholder Redemption Agreement for my Indonesian technology company (PT Tech Solutions) to buy back 25% of shares from our retiring founder by March 2025, with a single lump-sum payment and standard representations and warranties."

Document background
The Shareholder Redemption Agreement is a crucial document used when an Indonesian company wishes to buy back its shares from existing shareholders, either for treasury stock, capital reduction, or as part of a broader corporate restructuring. This document is essential in situations involving shareholder exits, capital structure optimization, or implementation of employee stock ownership programs. It must comply with Indonesian Company Law (Law No. 40 of 2007) and related regulations, including requirements for corporate approvals, maintaining minimum capital requirements, and protecting creditor interests. The agreement details the redemption process, valuation methodology, payment terms, and necessary regulatory compliance steps, while ensuring appropriate risk allocation between the company and the selling shareholder(s). It's particularly important in the Indonesian context due to specific regulatory requirements for share redemptions, including mandatory timelines, pricing regulations, and corporate governance considerations.
Suggested Sections

1. Parties: Identification of the company and the shareholder(s) whose shares are being redeemed

2. Background: Context of the redemption, including company details and reason for redemption

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

4. Agreement to Redeem: Core agreement on the redemption of shares, including number and class of shares

5. Redemption Price: Specification of the price per share and total redemption amount

6. Payment Terms: Terms and method of payment, including any installment arrangements

7. Conditions Precedent: Conditions that must be satisfied before the redemption can proceed

8. Completion: Process and requirements for completing the redemption transaction

9. Representations and Warranties: Standard representations by both parties regarding capacity, authority, and share ownership

10. Tax Matters: Allocation of responsibility for taxes arising from the redemption

11. Confidentiality: Obligations to keep the transaction and related information confidential

12. Notices: Process and requirements for giving notices under the agreement

13. General Provisions: Standard boilerplate provisions including governing law, dispute resolution, and amendments

Optional Sections

1. Foreign Investment Compliance: Required when the redemption involves foreign shareholders and must comply with Indonesian foreign investment laws

2. Stock Exchange Requirements: Required for listed companies to ensure compliance with IDX and OJK regulations

3. Minority Shareholder Protection: Required when the redemption might affect minority shareholder rights

4. Installment Payment Security: Required when the redemption price is to be paid in installments, including security arrangements

5. Tag-Along Rights: Required when other shareholders have pre-existing tag-along rights that might be triggered

6. Corporate Governance Changes: Required when the redemption will result in significant changes to board composition or voting rights

7. Competition Law Compliance: Required when the redemption might trigger competition law thresholds or requirements

Suggested Schedules

1. Share Details: Details of the shares being redeemed, including share certificates numbers and share history

2. Calculation of Redemption Price: Detailed methodology and calculations used to determine the redemption price

3. Required Corporate Approvals: Copies or details of board and shareholder resolutions approving the redemption

4. Payment Schedule: If applicable, detailed schedule of installment payments and payment mechanics

5. Form of Transfer Documents: Pro forma share transfer forms and other documents required to effect the transfer

6. Company Constitutional Documents: Relevant excerpts from articles of association relating to share redemptions

7. Regulatory Approvals: List and copies of required regulatory approvals or notifications

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

Financial Services

Manufacturing

Technology

Real Estate

Consumer Goods

Mining

Agriculture

Healthcare

Retail

Transportation

Energy

Telecommunications

Professional Services

Construction

Education

Relevant Teams

Legal

Finance

Corporate Secretariat

Treasury

Tax

Compliance

Risk Management

Corporate Development

Investment Relations

Board of Directors

Board of Commissioners

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Director

Finance Director

Treasury Manager

Corporate Counsel

Compliance Officer

Board Director

Commissioner

Financial Controller

Company Secretary

Investment Relations Manager

Risk Manager

Tax 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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