A Stock Transfer Certificate is a crucial document in Indonesian corporate transactions, required whenever shares are transferred between parties in a limited liability company (Perseroan Terbatas). The document is mandated under Indonesian Company Law (Law No. 40 of 2007) and must meet specific regulatory requirements, particularly those set by the Financial Services Authority (OJK) for publicly listed companies. The certificate serves multiple purposes: it acts as evidence of the transfer, updates the company's share register, and may be required for tax purposes. The document becomes particularly important during corporate restructuring, merger and acquisition activities, or when shares are transferred as part of inheritance or gift arrangements. It must contain precise details about the transferred shares, including their class, number, and value, as well as comprehensive information about both the transferor and transferee.
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1. Certificate Header: Title of document, certificate number, and company details including full legal name and registration number
2. Transfer Details: Date of transfer, number and class of shares being transferred, distinctive numbers of shares (if any)
3. Transferor Information: Full legal name, address, and identification details of the party transferring the shares
4. Transferee Information: Full legal name, address, and identification details of the party receiving the shares
5. Consideration: Statement of the amount paid or consideration given for the transfer
6. Declaration: Statement confirming the transfer of shares and the transferor's authority to transfer
7. Execution Block: Signature sections for transferor, transferee, and witnesses with full names and dates
1. Company Approval: Section for company director's approval where required by articles of association
2. Share Certificate Details: Details of original share certificate when physical certificates exist
3. Tax Declaration: Statement regarding tax obligations and payments when required by tax regulations
4. Spousal Consent: Consent from spouse if shares are considered joint matrimonial property
5. Corporate Authorization: Where transferor/transferee is a corporation, reference to corporate approvals obtained
1. Copy of Original Share Certificate: Attached copy of the original share certificate being transferred
2. Board Resolution: Copy of relevant board resolutions approving the transfer (if applicable)
3. Power of Attorney: If transfer is executed by attorney, copy of power of attorney
4. Tax Payment Receipt: Evidence of payment of applicable taxes on the transfer
5. Company Registry Extract: Recent extract from company registry showing current shareholding
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