Stock Transfer Contract Template for Indonesia

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Key Requirements PROMPT example:

Stock Transfer Contract

"I need a Stock Transfer Contract for the sale of 40% shareholding in my Indonesian manufacturing company to a local buyer, with completion scheduled for March 15, 2025, including standard warranties and board seat provisions."

Document background

The Stock Transfer Contract is a crucial document used in Indonesian corporate transactions to formalize and execute the transfer of company shares between parties. It is essential when ownership changes occur in Indonesian companies, whether for internal restructuring, investment purposes, or exit transactions. The document must comply with Indonesian Company Law (Law No. 40 of 2007) and various regulatory requirements, including potential foreign investment restrictions, capital market regulations for public companies, and mandatory corporate approvals. The contract typically includes detailed provisions on share valuation, payment terms, warranties, and completion mechanics, along with necessary schedules and supporting documentation required by Indonesian authorities. It's particularly important to note that share transfers in Indonesia often require notarization and specific regulatory filings, which this contract helps facilitate.

Suggested Sections

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

2. Background: Context of the transaction, including details about the company whose shares are being transferred and the current ownership structure

3. Definitions: Key terms used throughout the agreement, including Company, Shares, Completion Date, Purchase Price, etc.

4. Sale and Purchase of Shares: Core transaction terms, including number of shares, class of shares, and agreed purchase price

5. Purchase Price and Payment: Detailed payment terms, method of payment, and any installment arrangements

6. Conditions Precedent: Prerequisites that must be fulfilled before the share transfer can be completed

7. Completion: Process and requirements for completing the transfer, including timing and delivery of documents

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

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

10. Covenants: Ongoing obligations of the parties before and after completion

11. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes

12. Notices: Process and requirements for formal communications between parties

13. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

Optional Sections

1. Tag-Along Rights: Optional section for minority shareholder protection, used when other shareholders retain shares

2. Drag-Along Rights: Optional section for majority shareholder rights, used when maintaining control is important

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

4. Tax Provisions: Detailed section on tax responsibilities, used when complex tax implications exist

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

6. Escrow Arrangements: Used when part of the purchase price needs to be held in escrow

7. Employee Matters: Required when the share transfer affects key employment arrangements

8. Intellectual Property Rights: Important when the company's IP assets are significant to the transaction value

Suggested Schedules

1. Share Details: Schedule detailing the exact shares being transferred, including share certificate numbers and class rights

2. Company Information: Details of the company including registration number, registered address, and current shareholding structure

3. Conditions Precedent Checklist: List of all conditions that must be satisfied before completion

4. Completion Checklist: List of all documents and actions required at completion

5. Form of Transfer Instrument: Template of the physical share transfer form required under Indonesian law

6. Warranties: Detailed list of all warranties given by the seller regarding the shares and company

7. Corporate Approvals: Copies of required corporate approvals and resolutions

8. Regulatory Filings: List and copies of required regulatory notifications and approvals

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Mining

Agriculture

Retail

Healthcare

Education

Construction

Transportation

Energy

Telecommunications

Professional Services

Consumer Goods

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Corporate Development

Mergers & Acquisitions

Investment

Risk Management

Corporate Governance

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Investment Manager

Corporate Lawyer

Compliance Officer

Finance Director

Managing Director

Board Member

Investment Banker

Due Diligence Officer

Transaction Manager

Mergers & Acquisitions Manager

Corporate Development Manager

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Authors

Alex Denne

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