The Shares Sale And Purchase Agreement is a crucial document in Indonesian corporate transactions, used when transferring ownership of shares in Indonesian companies. It must comply with Indonesian company law (Law No. 40 of 2007) and various regulatory requirements, including investment regulations and sector-specific restrictions. The agreement is particularly important in cross-border transactions where foreign ownership limitations may apply. It typically includes detailed provisions on purchase price, payment terms, conditions precedent, warranties, and indemnities. The document requires careful consideration of tax implications, corporate approvals, and often needs to be executed in notarial deed form. It's commonly used in both private and public company transactions, though public company transactions may require additional regulatory compliance with OJK regulations.
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1. Parties: Identification of the Seller(s), Purchaser(s), and the Company whose shares are being sold
2. Background: Context of the transaction, including current ownership structure and purpose of the transfer
3. Definitions and Interpretation: Key defined 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: Prerequisites for completion, including regulatory approvals and corporate authorizations
6. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
7. Completion: Mechanics and requirements for closing the transaction
8. Seller's Warranties: Representations and warranties regarding the shares, company, and seller's capacity
9. Purchaser's Warranties: Representations and warranties regarding purchaser's capacity and funding
10. Tax Matters: Allocation of tax liabilities and obligations
11. Confidentiality: Obligations regarding transaction confidentiality and company information
12. Announcements: Requirements for public statements about the transaction
13. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Non-Competition: Restrictions on seller's future competing activities - used when seller has significant business knowledge
2. Break Fee: Compensation if transaction fails - used in higher-value transactions with significant due diligence costs
3. Earn-out Provisions: Additional payment mechanisms based on future performance - used when parties cannot agree on fixed valuation
4. Management Provisions: Terms regarding ongoing management - used when seller remains involved post-completion
5. Regulatory Compliance: Specific regulatory obligations - used for regulated industries or foreign investment restrictions
6. Transitional Services: Post-completion support arrangements - used when business continuity requires seller's assistance
1. Share Details: Details of shares being transferred including share certificates numbers and class rights
2. Company Information: Key corporate information including assets, contracts, and employees
3. Warranties: Detailed warranties about the company and its business
4. Completion Requirements: Detailed list of documents and actions required at completion
5. Form of Resignation Letters: Template resignation letters for outgoing directors/commissioners
6. Form of Release Letters: Template releases from liabilities for outgoing officials
7. Corporate Structure: Pre and post-completion corporate structure charts
8. Disclosure Letter: Seller's disclosures against warranties
9. Required Consents: List of third-party and regulatory consents required
10. Properties and Assets: Details of company's material assets and properties
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