The Agreement For Sale And Purchase Of Shares is a crucial document used in Indonesian corporate transactions to facilitate the transfer of company ownership through share sales. It is essential for both domestic and cross-border transactions, requiring careful consideration of Indonesian Company Law, Investment Law, and related regulations. This agreement is particularly important given Indonesia's complex regulatory environment, including specific requirements for foreign investment, mandatory corporate approvals, and sector-specific regulations. The document typically includes detailed provisions about the transaction structure, conditions precedent (including regulatory approvals), warranties, and post-completion obligations. It serves as the primary transaction document in share acquisitions, whether for partial or complete ownership transfers, and must comply with OJK (Financial Services Authority) requirements if the target is a public company.
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1. Parties: Identification of the Seller(s), Purchaser(s), and the Target Company, including their complete legal names and addresses
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 used throughout the agreement and rules of interpretation
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: Consideration amount, payment terms, payment method, and any adjustments
6. Conditions Precedent: Prerequisites that must be satisfied before completion, including regulatory approvals and corporate authorizations
7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
8. Completion: Mechanics of closing, including timing, location, and actions required at completion
9. Warranties and Representations: Standard warranties from both parties, particularly seller's warranties about the shares and target company
10. Tax Matters: Allocation of tax liabilities and obligations related to the transaction
11. Confidentiality: Obligations regarding confidential information and announcements
12. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
13. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement provisions
1. Non-Competition and Non-Solicitation: Restrictions on seller's future activities, used when seller could compete with target business
2. Employee Matters: Provisions dealing with employees and management, relevant when there are key personnel considerations
3. Foreign Investment Compliance: Additional provisions for compliance with Indonesian foreign investment laws, used when purchaser is foreign
4. Earn-out Provisions: Additional payment terms based on future performance, used in transactions with contingent pricing
5. Break Fee: Compensation payable if transaction fails, typically used in larger or public company transactions
6. Transitional Services: Arrangements for post-completion services by seller, used when target company relies on seller's infrastructure
7. Anti-corruption Compliance: Specific provisions regarding compliance with anti-corruption laws, important in cross-border transactions
1. Details of the Shares: Complete description of shares being transferred including share certificates numbers and shareholding history
2. Target Company Information: Corporate information, including corporate structure, subsidiaries, and material contracts
3. Warranties: Detailed seller's warranties about the target company and its business
4. Properties and Assets: List of material assets and properties owned or used by the target company
5. Intellectual Property: Schedule of IP rights owned or licensed by the target company
6. Employee Information: Details of key employees, employment terms, and benefit schemes
7. Completion Obligations: Detailed list of documents and actions required at completion
8. Disclosed Matters: Specific disclosures against the warranties
9. Form of Resignation Letters: Template resignation letters for retiring directors/commissioners
10. Form of Corporate Approvals: Template shareholder and board resolutions required for the transaction
Relevant legal definitions
Clauses
Relevant Industries
Banking & Financial Services
Mining & Resources
Manufacturing
Technology
Real Estate & Property
Retail & Consumer Goods
Infrastructure & Construction
Agriculture & Plantation
Healthcare & Pharmaceuticals
Energy & Utilities
Telecommunications
Transportation & Logistics
Relevant Teams
Legal
Corporate Finance
Mergers & Acquisitions
Corporate Secretary Office
Risk & Compliance
Business Development
Finance
Treasury
Tax
Strategy
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Legal Director
Corporate Secretary
General Counsel
Head of Mergers & Acquisitions
Investment Director
Corporate Finance Manager
Legal Counsel
Finance Director
Business Development Director
Risk Manager
Compliance Officer
Board Director
Transaction Manager
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