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Business Asset Sale Agreement for Indonesia

Business Asset Sale Agreement Template for Indonesia

A comprehensive legal document governed by Indonesian law that facilitates the transfer of business assets from one entity to another. This agreement outlines the terms and conditions of the sale, including asset identification, purchase price, payment terms, warranties, and completion requirements. It ensures compliance with Indonesian regulations, including the Civil Code, Company Law, and relevant sector-specific regulations. The document addresses tax implications, employee matters, and necessary governmental approvals, while providing mechanisms for dispute resolution under Indonesian jurisdiction.

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What is a Business Asset Sale Agreement?

The Business Asset Sale Agreement is a crucial document used when one entity wishes to acquire specific business assets from another entity in Indonesia. This agreement is essential for transactions involving the transfer of tangible and intangible assets, excluding share capital, and must comply with Indonesian legal requirements, including the Civil Code (Kitab Undang-undang Hukum Perdata) and Law No. 40 of 2007 on Limited Liability Companies. It is particularly useful when parties prefer to acquire specific assets rather than entire business entities, allowing for more flexibility in transaction structure while managing associated risks and liabilities. The document includes detailed provisions for asset identification, valuation, transfer mechanisms, warranties, and regulatory compliance, making it suitable for both domestic and foreign investors operating within the Indonesian legal framework.

What sections should be included in a Business Asset Sale Agreement?

1. Parties: Identification of the seller and buyer, including complete legal names, registration numbers, and addresses

2. Background: Context of the transaction, brief description of the business and assets being sold

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase of Assets: Core provision detailing the assets being sold and the agreement to sell and purchase

5. Purchase Price: Details of the purchase price, payment terms, and any adjustments

6. Conditions Precedent: Conditions that must be satisfied before completion of the sale

7. Completion: Details of when, where, and how completion will take place, including delivery requirements

8. Seller's Warranties: Warranties given by the seller regarding the assets and business

9. Buyer's Warranties: Warranties given by the buyer, including capacity to enter into the agreement

10. Tax Matters: Treatment of tax liabilities and obligations, including VAT considerations

11. Confidentiality: Obligations regarding confidential information

12. Announcements: Requirements for public announcements about the transaction

13. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms

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

What sections are optional to include in a Business Asset Sale Agreement?

1. Employee Matters: Required when employees are being transferred as part of the business asset sale

2. Intellectual Property Rights: Needed when significant IP assets are included in the sale

3. Property Lease Assignments: Required when leased properties are part of the transferred assets

4. Environmental Matters: Necessary for businesses with environmental impacts or obligations

5. Competition Compliance: Required when the transaction size triggers competition law requirements

6. Transitional Services: Needed when the seller will provide post-completion support services

7. Foreign Investment Provisions: Required when the buyer is a foreign entity

8. Regulatory Compliance: Necessary for heavily regulated industries

9. Post-Completion Obligations: Required when there are specific post-sale requirements or restrictions

What schedules should be included in a Business Asset Sale Agreement?

1. Schedule 1 - List of Assets: Detailed inventory of all assets being sold

2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale

3. Schedule 3 - Properties: Details of any real property included in the sale

4. Schedule 4 - Intellectual Property: List of all IP rights being transferred

5. Schedule 5 - Contracts: List of contracts being transferred or assigned

6. Schedule 6 - Employees: Details of employees being transferred (if applicable)

7. Schedule 7 - Completion Requirements: Detailed list of actions required at completion

8. Schedule 8 - Form of Transfer Documents: Templates of required transfer documentation

9. Appendix A - Due Diligence Findings: Summary of key due diligence findings and disclosed matters

10. Appendix B - Required Consents: List of third-party consents required for the transfer

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Indonesia

Publisher

Ƶ

Document Type

Contract to Sell

Cost

Free to use
Relevant legal definitions

























































Clauses












































Relevant Industries

Manufacturing

Retail

Hospitality

Technology

Real Estate

Industrial

Agriculture

Mining

Construction

Transportation

Healthcare

Education

Professional Services

Energy

Telecommunications

Relevant Teams

Legal

Finance

Corporate Affairs

Operations

Risk & Compliance

Tax

Business Development

Commercial

Strategy

Asset Management

Investment

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Managing Director

Finance Director

Legal Counsel

Corporate Secretary

Business Development Manager

Operations Director

Risk Manager

Compliance Officer

Tax Manager

Asset Manager

Commercial Director

Investment Manager

Industries










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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