The Stock Buy Back Agreement is a crucial document used when an Indonesian company decides to repurchase its own shares from existing shareholders. This corporate action may be undertaken for various reasons, including stock price stabilization, excess cash utilization, or capital structure optimization. The agreement must comply with Indonesian regulatory framework, particularly Law No. 40 of 2007 on Limited Liability Companies and OJK regulations. It specifies the terms of the buyback, including share price determination, transaction mechanics, and necessary regulatory approvals. For public companies, additional requirements under capital market regulations apply, including specific pricing mechanisms and disclosure obligations. The document serves as the primary legal instrument governing the buyback transaction, ensuring proper documentation and compliance with Indonesian corporate and securities laws.
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1. Parties: Identification of the company and the selling shareholder(s)
2. Background: Context of the buyback, including company status and reason for the share repurchase
3. Definitions: Key terms used throughout the agreement
4. Share Details: Description of shares being repurchased, including class, number, and percentage of total issued capital
5. Purchase Price: Agreed price per share and total consideration, including payment terms and mechanisms
6. Conditions Precedent: Prerequisites that must be fulfilled before the buyback can proceed
7. Completion Mechanics: Process and timeline for executing the buyback transaction
8. Representations and Warranties: Statements of fact and assurances from both parties
9. Regulatory Compliance: Commitments to comply with Indonesian company law and OJK regulations
10. Tax Provisions: Treatment of taxes arising from the transaction
11. Confidentiality: Obligations regarding non-disclosure of transaction details
12. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and relevant jurisdiction
13. General Provisions: Standard clauses including notices, amendments, and severability
1. Shareholder Approval: Required when the buyback needs specific shareholder approval beyond standard board authorization
2. Market Purchase Mechanism: Included for public companies conducting buybacks through the stock exchange
3. Staging and Tranches: Used when the buyback is to be conducted in multiple phases
4. Foreign Investment Compliance: Required when the selling shareholder is a foreign entity
5. Authority Approvals: Needed when specific regulatory approvals are required beyond standard OJK notifications
6. Share Retention Requirements: Included when there are restrictions on remaining shareholders' ability to sell shares
7. Anti-dilution Provisions: Used when protecting remaining shareholders from dilution post-buyback
1. Share Details Schedule: Detailed breakdown of shares being repurchased, including share certificates
2. Corporate Authorizations: Copies of board resolutions and shareholder approvals
3. Completion Checklist: List of documents and actions required for completion
4. Form of Transfer Instruments: Template documents for executing the share transfer
5. Regulatory Filings: Copies of required OJK notifications and other regulatory submissions
6. Calculation of Purchase Price: Detailed methodology and calculations for share valuation
7. Payment Instructions: Bank account details and payment procedures
Find the exact document you need
Stock Buy Back Agreement
An Indonesian law-governed agreement documenting terms and conditions for a company's repurchase of its own shares, complying with Indonesian company law and OJK regulations.
Download
Preliminary Share Purchase Agreement
An Indonesian law-governed preliminary agreement outlining key terms for a proposed share acquisition, serving as framework for final negotiations.
Download
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