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Transfer Of Shares Agreement

Transfer Of Shares Agreement Template for Indonesia

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Key Requirements PROMPT example:

Transfer Of Shares Agreement

"I need a Transfer of Shares Agreement for the sale of 30% shareholding in an Indonesian technology company to a Singapore-based investor, with completion scheduled for March 2025 and including provisions for regulatory approvals and staged payments."

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Document background
The Transfer of Shares Agreement is a crucial document used in Indonesian corporate transactions when ownership of company shares needs to be legally transferred between parties. It is essential for both private and public companies operating under Indonesian jurisdiction, particularly in compliance with Law No. 40 of 2007 on Limited Liability Companies. The agreement is used in various scenarios including corporate restructuring, investment transactions, exit strategies, or succession planning. It must address specific Indonesian legal requirements such as statutory notifications, shareholders' rights, and potential foreign investment restrictions. The document typically includes detailed provisions on share valuation, payment mechanisms, warranties, and regulatory compliance requirements, often requiring execution before an Indonesian notary public. It serves as a vital instrument in documenting the transaction terms while ensuring legal protection for all parties involved.
Suggested Sections

1. Parties: Identification of the Seller(s), Purchaser(s), and the Company whose shares are being transferred

2. Background: Context of the transaction, including current shareholding structure and reason for transfer

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, price, and payment terms

5. Conditions Precedent: Requirements that must be fulfilled before the transfer can be completed

6. Completion: Process and requirements for executing the transfer, including timing and location

7. Seller's Warranties: Representations and warranties regarding the shares, company status, and seller's authority

8. Purchaser's Warranties: Representations and warranties regarding purchaser's capacity and authority

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

10. Confidentiality: Obligations regarding confidential information and announcements

11. Tax Matters: Allocation of tax liabilities and responsibilities

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

13. Governing Law and Dispute Resolution: Applicable law and method of resolving disputes

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

Optional Sections

1. Tag-Along Rights: Used when minority shareholders are given the right to join the sale on same terms

2. Drag-Along Rights: Used when majority shareholders can force minorities to join the sale

3. Regulatory Compliance: Included when the transfer requires specific regulatory approvals

4. Non-Competition: Used when seller needs to be restricted from competing post-transfer

5. Transitional Services: Included when seller will provide ongoing support post-completion

6. Foreign Investment Provisions: Required when transfer involves foreign investors

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

8. Break Fee: Included when parties want to specify compensation for failed completion

Suggested Schedules

1. Share Details: Detailed description of shares being transferred including share certificates

2. Company Information: Key details about the company including corporate documents and licenses

3. Warranties: Detailed list of warranties given by the seller

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

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

6. Regulatory Filings: Forms and notifications required for Indonesian authorities

7. Existing Encumbrances: List of any existing charges or encumbrances on the shares

8. Payment Details: Bank account and payment mechanism specifications

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Articles of Association
Board of Directors
Business Day
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Deed of Transfer
Disclosure Letter
Effective Date
Encumbrance
Governmental Authority
IDR
Indonesian Law
Laws
Losses
Material Adverse Change
Minister of Law and Human Rights
MOLHR
Notarial Deed
Notary
OJK
Parties
Purchase Price
Purchaser
Related Party
Relevant Authority
Sale Shares
Seller
Shareholders
Signing Date
Tax
Transaction Documents
Transfer
Warranties
Working Hours
Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Mining

Agriculture

Retail

Healthcare

Energy

Telecommunications

Transportation

Construction

Professional Services

Media and Entertainment

Consumer Goods

Relevant Teams

Legal

Corporate Secretarial

Finance

Compliance

Corporate Governance

Mergers & Acquisitions

Investment

Business Development

Risk Management

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Investment Director

Compliance Officer

Financial Controller

Managing Director

Board Director

Company Director

Investment Manager

Mergers & Acquisitions Manager

Corporate Governance Officer

Shareholder Relations Manager

Business Development Director

Industries
Law No. 40 of 2007 on Limited Liability Companies: The primary law governing corporate matters in Indonesia, including provisions on share transfers, shareholder rights, and corporate governance requirements
Law No. 25 of 2007 on Investment: Regulates foreign investment in Indonesian companies, including restrictions on foreign ownership in certain business sectors
Government Regulation No. 29 of 2016: Regulates changes in capital structure and shareholding of companies, including minimum capital requirements
Law No. 36 of 2008 on Income Tax: Governs the tax implications of share transfers, including capital gains tax obligations
BKPM Regulation No. 4 of 2021: Provides guidelines for investment requirements and business licensing, including reporting requirements for share transfers
OJK Regulation No. 42/POJK.04/2020: Relevant for transfers involving shares in public companies, including disclosure requirements and trading regulations
Minister of Law and Human Rights Regulation No. 4 of 2014: Outlines procedures for reporting changes in company ownership and obtaining ministerial approval for certain corporate actions
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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