Simple Business Transfer Agreement Template for Indonesia

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Key Requirements PROMPT example:

Simple Business Transfer Agreement

"I need a Simple Business Transfer Agreement for selling my Jakarta-based retail business, including inventory, equipment, and assignment of lease, with completion planned for March 2025; the agreement should include provisions for employee transfer and a 2-year non-compete clause."

Document background
The Simple Business Transfer Agreement is a fundamental legal instrument used in Indonesian business transactions to facilitate the transfer of business ownership and assets between parties. This document is particularly relevant when a business owner wishes to sell their entire business operation, including assets, contracts, and goodwill, to another party. It is structured to comply with Indonesian legal requirements, including the Indonesian Civil Code, Company Law (Law No. 40 of 2007), and relevant tax regulations. The agreement is commonly used for small to medium-sized business transfers, providing a streamlined approach while ensuring all essential elements of the transaction are properly documented. It includes provisions for asset transfer, employee transition, liability allocation, and regulatory compliance, making it suitable for both domestic and foreign investors operating within the Indonesian legal framework.
Suggested Sections

1. Parties: Identification of the transferor and transferee, including their complete legal names, registration numbers, and addresses

2. Background: Context of the transaction, brief description of the business being transferred, and the parties' intentions

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

4. Sale and Purchase: Core terms of the transfer, including what is being transferred and the basic transaction structure

5. Purchase Price: Details of the consideration, payment terms, and payment method

6. Completion: Timing and mechanics of the transfer completion, including conditions precedent

7. Transferor's Obligations: Specific obligations of the selling party before, during, and after completion

8. Transferee's Obligations: Specific obligations of the buying party before, during, and after completion

9. Warranties: Basic warranties given by both parties, particularly from the transferor regarding the business

10. Employee Matters: Treatment of employees and related liabilities

11. Handover: Process for transferring business operations, assets, and documents

12. Governing Law and Jurisdiction: Confirmation of Indonesian law as governing law and jurisdiction for disputes

13. Notices: Process and details for formal communications between parties

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

Optional Sections

1. Non-Compete: Restrictions on the transferor's future business activities - include when there's risk of competition

2. Intellectual Property: Specific provisions for IP transfer - include when the business has significant IP assets

3. Tax Provisions: Detailed tax arrangements - include when complex tax implications exist

4. Property Lease Assignment: Terms for transferring property leases - include when business premises are leased

5. Post-Completion Services: Transitional services provided by transferor - include when handover period is needed

6. Regulatory Compliance: Specific regulatory requirements - include for regulated industries

7. Environmental Matters: Environmental liabilities and compliance - include for businesses with environmental impacts

Suggested Schedules

1. Schedule 1 - Business Assets: Detailed inventory of all tangible and intangible assets included in the transfer

2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the transfer

3. Schedule 3 - Employees: List of transferring employees and their key employment terms

4. Schedule 4 - Contracts: List of business contracts to be transferred

5. Schedule 5 - Properties: Details of any real property or lease arrangements included in the transfer

6. Schedule 6 - Completion Requirements: Detailed list of documents and actions required for completion

7. Appendix A - Form of Transfer Instruments: Templates for various transfer documents required under Indonesian law

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

Retail

Manufacturing

Services

Technology

Hospitality

Distribution

Construction

Food and Beverage

Professional Services

E-commerce

Small and Medium Enterprises

Trading

Agriculture

Wholesale

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Operations

Risk Management

Commercial

Business Development

Mergers & Acquisitions

Executive Leadership

Administrative

Relevant Roles

Chief Executive Officer

Managing Director

Business Owner

Legal Counsel

Corporate Lawyer

Chief Financial Officer

Business Development Manager

Company Secretary

Compliance Officer

Finance Director

Operations Director

Investment Manager

Mergers & Acquisitions Manager

Risk Manager

Commercial Director

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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