Stock Cancellation Agreement Template for Indonesia

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Key Requirements PROMPT example:

Stock Cancellation Agreement

"I need a Stock Cancellation Agreement under Indonesian law for our privately-held manufacturing company PT Indo Manufacturing, where we're cancelling 25,000 Series B preferred shares held by an exiting venture capital investor, with completion planned for March 2025."

Document background
The Stock Cancellation Agreement is a crucial document in Indonesian corporate practice, used when a company needs to reduce its capital by cancelling outstanding shares. This scenario commonly arises during corporate restructuring, share buyback programs, or when implementing capital reduction strategies. The agreement must comply with Law No. 40 of 2007 on Limited Liability Companies and, for public companies, relevant OJK regulations. It typically includes detailed provisions on the shares being cancelled, consideration terms, corporate approvals, and regulatory compliance requirements. The document is particularly important in scenarios involving corporate reorganization, exit of shareholders, or implementation of capital optimization strategies. Given the strict regulatory requirements in Indonesia, the agreement must carefully address all statutory requirements, including creditor notification periods and shareholder approval processes.
Suggested Sections

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

2. Background: Recitals explaining the context and reasons for the stock cancellation, including reference to relevant corporate approvals

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

4. Subject Matter of Cancellation: Details of the shares being cancelled, including number, class, and nominal value

5. Consideration: Terms of any payment or compensation for the cancelled shares

6. Effective Date: Specification of when the cancellation becomes effective

7. Representations and Warranties: Statements from both parties regarding their authority, ownership, and capacity to enter into the agreement

8. Corporate Actions: Required corporate actions to implement the cancellation, including shareholder approvals and regulatory filings

9. Tax Implications: Allocation of responsibility for any tax consequences arising from the cancellation

10. Governing Law: Specification of Indonesian law as governing law

11. Dispute Resolution: Procedures for resolving any disputes arising from the agreement

12. Execution: Signature blocks and execution formalities

Optional Sections

1. Release and Waiver: Mutual release of claims related to the cancelled shares, used when there's a need to prevent future claims

2. Confidentiality: Provisions for maintaining confidentiality of the transaction, particularly important for private companies

3. Regulatory Compliance: Additional provisions for compliance with OJK regulations, required for public companies

4. Survival: Specification of which provisions survive termination, used in more complex transactions

5. Third Party Rights: Provisions regarding rights of third parties, needed when other stakeholders' interests are involved

6. Further Assurance: Commitment to take additional actions if needed, useful in complex transactions

Suggested Schedules

1. Share Details Schedule: Detailed description of the shares being cancelled, including share certificates numbers and issuance dates

2. Corporate Approvals: Copies of relevant board resolutions, shareholder approvals, and other corporate authorizations

3. Calculation of Consideration: If applicable, detailed calculation of any consideration paid for the cancelled shares

4. Required Regulatory Filings: List and copies of necessary regulatory filings and forms

5. Share Certificates: Copies of share certificates to be cancelled

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
Relevant Industries

Financial Services

Banking

Investment Management

Private Equity

Corporate Services

Professional Services

Manufacturing

Technology

Real Estate

Mining

Energy

Retail

Telecommunications

Relevant Teams

Legal

Corporate Secretariat

Finance

Compliance

Corporate Governance

Treasury

Shareholder Relations

Investment

Risk Management

Corporate Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Director

Head of Legal

Legal Counsel

Corporate Lawyer

Finance Director

Investment Manager

Compliance Officer

Company Director

Board Member

Corporate Governance Officer

Shareholder Relations Manager

Financial Controller

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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