A Stock Purchase Agreement Private Company is essential for documenting share transfers in Indonesian private companies. This agreement is used when one party wishes to sell and another party wishes to acquire ownership interest in a private company through a share purchase transaction. The document must comply with Indonesian legal requirements, including Law No. 40 of 2007 on Limited Liability Companies and related investment regulations. It contains detailed provisions covering the transaction structure, purchase price mechanisms, representations and warranties, conditions precedent (including regulatory approvals), and completion procedures. The agreement is particularly important in the Indonesian context due to specific regulatory requirements for share transfers, foreign investment restrictions, and mandatory involvement of Indonesian notaries for certain corporate actions. It serves as both a binding legal document and a roadmap for the transaction's completion.
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1. Parties: Identification of the seller(s), purchaser(s), and the target company
2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, class of shares, and percentage of ownership being transferred
5. Purchase Price: Detailed breakdown of consideration, payment terms, and payment mechanics
6. Conditions Precedent: Prerequisites to closing, including regulatory approvals and corporate authorizations required under Indonesian law
7. Pre-Completion Obligations: Obligations of parties between signing and closing, including conduct of business requirements
8. Completion: Closing mechanics, timing, location, and deliverables
9. Seller's Representations and Warranties: Comprehensive warranties about the seller, shares, and target company
10. Purchaser's Representations and Warranties: Warranties about the purchaser's capacity and authority to enter into the transaction
11. Indemnification: Rights and procedures for seeking compensation for breaches or losses
12. Confidentiality: Obligations regarding transaction and company information confidentiality
13. Announcements: Rules for public statements about the transaction
14. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
15. General Provisions: Standard boilerplate clauses including notices, amendments, and counterparts
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Employee Matters: Required when specific arrangements for key employees or employee transfers are part of the transaction
3. Non-Competition and Non-Solicitation: Include when restricting seller's future business activities
4. Tax Matters: Detailed section needed for complex tax structures or specific tax indemnities
5. Transitional Services: Include when seller will provide post-closing services to the target company
6. Break Fee: Used in larger transactions where compensation is required if either party terminates
7. Foreign Investment Provisions: Required when purchaser is a foreign entity, addressing Indonesian foreign investment requirements
1. Share Details: Details of shares being transferred including share certificates numbers and shareholding history
2. Disclosed Information: List of all documents provided in due diligence
3. Company Information: Details of the target company including corporate documents and licenses
4. Properties and Assets: List of major assets and properties owned by the target company
5. Material Contracts: Summary of key contracts and obligations
6. Intellectual Property: List of IP rights owned or licensed by the company
7. Employee Information: Details of key employees and employment terms
8. Completion Deliverables: Detailed list of documents and actions required at closing
9. Form of Resignation Letters: Template resignation letters for retiring directors/commissioners
10. Form of Corporate Approvals: Template shareholder and board resolutions required under Indonesian law
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