The Assignment Of Membership Interest agreement is a crucial document used in Indonesian business transactions when transferring ownership interests in a company. It is particularly relevant in situations involving corporate restructuring, investment exits, or strategic acquisitions. The document must comply with Indonesian Company Law (Law No. 40 of 2007) and investment regulations, especially when foreign investment is involved. The agreement includes essential details such as the exact interest being transferred, consideration amount, representations and warranties, and regulatory compliance requirements. It may require additional approvals from the Indonesian Investment Coordinating Board (BKPM) and other regulatory bodies, depending on the business sector and transaction size. The document serves as official evidence of the transfer and helps ensure a smooth transition of ownership while maintaining legal compliance.
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1. Parties: Identification of the Assignor, Assignee, and the Company whose membership interest is being transferred
2. Background: Context of the assignment, including details of the existing membership interest and reason for transfer
3. Definitions: Definitions of key terms used throughout the agreement
4. Assignment and Consideration: Core provisions detailing the membership interest being assigned and the payment or consideration
5. Effective Date: Specification of when the assignment takes effect
6. Representations and Warranties of Assignor: Assignor's confirmations regarding ownership, authority to transfer, and absence of encumbrances
7. Representations and Warranties of Assignee: Assignee's confirmations regarding authority to accept transfer and compliance with regulations
8. Regulatory Compliance: Statements regarding compliance with Indonesian investment laws and regulations
9. Company Acknowledgment: Company's recognition and acceptance of the transfer
10. Further Assurances: Commitment to execute additional documents and take necessary actions
11. Governing Law: Specification of Indonesian law as governing law
12. Execution: Signature blocks and execution requirements under Indonesian law
1. Tag-Along Rights: Include when existing members retain rights to participate in future transfers
2. Regulatory Approvals: Include when the transfer requires specific regulatory approvals
3. Tax Provisions: Include when specific tax arrangements or obligations need to be addressed
4. Non-Competition: Include when the Assignor needs to be restricted from competing
5. Confidentiality: Include when specific confidentiality obligations need to be maintained
6. Survival: Include when certain representations and warranties should survive completion
7. Dispute Resolution: Include when specific dispute resolution mechanisms are required
8. Foreign Investment Provisions: Include when the assignment involves foreign investment elements
1. Details of Membership Interest: Detailed description of the membership interest being transferred
2. Calculation of Consideration: Breakdown of the consideration amount and payment terms
3. Company Information: Key details about the Company including registration number, address, and current ownership structure
4. Required Consents: List of third-party and regulatory consents required
5. Encumbrances: List of any existing encumbrances on the membership interest
6. Regulatory Filings: List of required regulatory filings and their status
7. Corporate Approvals: Copies of relevant corporate approvals and resolutions
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology
Real Estate
Financial Services
Mining
Agriculture
Retail
Healthcare
Transportation
Energy
Construction
Hospitality
Professional Services
Education
Telecommunications
Relevant Teams
Legal
Finance
Corporate Secretariat
Compliance
Corporate Development
Mergers & Acquisitions
Investment
Board of Directors
Executive Management
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Investment Director
Managing Director
Business Development Manager
Compliance Officer
Finance Director
Board Member
Company Director
Investment Manager
Legal Director
Corporate Development Manager
Mergers & Acquisitions Manager
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