Stock Purchase And Sale Agreement Template for Indonesia

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Key Requirements PROMPT example:

Stock Purchase And Sale Agreement

"I need a Stock Purchase and Sale Agreement under Indonesian law for the acquisition of 60% shareholding in a private technology company by a Singapore-based investor, with completion planned for March 2025, including foreign investment provisions and technology transfer clauses."

Document background
The Stock Purchase and Sale Agreement is a crucial document used in Indonesian corporate transactions for transferring ownership of shares between parties. It is essential when acquiring or divesting shareholdings in Indonesian companies, whether for partial or complete ownership transfers. The agreement must comply with Indonesian law, particularly Law No. 40 of 2007 on Limited Liability Companies and related regulations. It becomes especially important in contexts involving foreign investment, where additional regulatory requirements apply under the Indonesian Investment Coordinating Board (BKPM) regulations. The document typically includes detailed provisions on purchase price, payment mechanisms, warranties, conditions precedent, and closing requirements, all structured to ensure enforceability under Indonesian law while protecting both parties' interests.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s), including complete legal names, registration numbers, and addresses

2. Background: Context of the transaction, including brief description of the company whose shares are being sold and the purpose of the transaction

3. Definitions: Definitions of key terms 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: Agreed purchase price, payment terms, and payment mechanism

6. Conditions Precedent: Conditions that must be satisfied before the transaction can close

7. Closing: Closing mechanics, timing, and deliverables

8. Seller's Warranties: Representations and warranties from the seller regarding the shares, company, and authority to sell

9. Buyer's Warranties: Representations and warranties from the buyer regarding authority and capacity to purchase

10. Covenants: Pre-closing and post-closing obligations of the parties

11. Tax Matters: Allocation of responsibility for taxes arising from the transaction

12. Confidentiality: Obligations regarding confidential information

13. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms

14. Notices: Process for formal communications between parties

15. General Provisions: Standard boilerplate provisions including amendments, waiver, and severability

Optional Sections

1. Escrow Arrangements: Required when purchase price is held in escrow or for security of warranties

2. Non-Competition: Include when seller needs to be restricted from competing with the company post-sale

3. Management Transition: Necessary when seller has been involved in company management and transition period is required

4. Foreign Investment Provisions: Required when buyer is a foreign entity, addressing compliance with Indonesian foreign investment laws

5. Related Party Transactions: Include when dealing with affiliated parties requiring special disclosure or approval

6. Earn-out Provisions: Include when part of purchase price is contingent on future performance

7. Employee Matters: Required when transaction affects key employees or management

Suggested Schedules

1. Share Details: Detailed description of shares being transferred including share certificates numbers and shareholding history

2. Company Information: Key corporate information including licenses, permits, and corporate structure

3. Disclosed Matters: Exceptions to warranties and specific disclosures

4. Required Consents: List of third-party and regulatory approvals required

5. Encumbrances: Details of any existing encumbrances on the shares

6. Corporate Documents: List of corporate documents to be delivered at closing

7. Form of Transfer Instruments: Template forms for share transfer documentation required under Indonesian law

8. Calculation of Purchase Price: Detailed breakdown of purchase price calculation if complex mechanisms are involved

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

Manufacturing

Technology

Real Estate

Mining

Agriculture

Retail

Healthcare

Education

Transportation

Energy

Telecommunications

Professional Services

Construction

Consumer Goods

Relevant Teams

Legal

Corporate Finance

Mergers & Acquisitions

Compliance

Risk Management

Corporate Secretariat

Business Development

Investment Relations

Board of Directors

Due Diligence

Treasury

Corporate Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Investment Banker

Company Secretary

Corporate Finance Manager

Compliance Officer

Due Diligence Officer

Mergers & Acquisitions Director

Business Development Manager

Risk Manager

Board Director

Financial Controller

Investment Relations Manager

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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