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Business Purchase And Sale Agreement for Indonesia

Business Purchase And Sale Agreement Template for Indonesia

This comprehensive legal document governs the sale and purchase of a business in Indonesia, structured in accordance with Indonesian commercial law and regulations. It details the terms and conditions of the transaction, including asset transfer, purchase price, representations and warranties, employee matters, and regulatory compliance requirements specific to Indonesian jurisdiction. The agreement incorporates necessary provisions to comply with Indonesian Civil Code (KUHPerdata) and relevant business laws while protecting both parties' interests through detailed clauses covering liability, indemnification, and dispute resolution mechanisms under Indonesian law.

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Business Purchase And Sale Agreement

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What is a Business Purchase And Sale Agreement?

The Business Purchase And Sale Agreement is a crucial legal document used when transferring ownership of a business in Indonesia. It is essential for transactions involving the sale of business assets, shares, or entire business operations, ensuring compliance with Indonesian legal requirements including the Civil Code, Company Law, and Investment Law. This agreement is particularly important as it needs to address specific Indonesian regulatory requirements, including foreign ownership restrictions, mandatory language requirements, and local business practices. The document typically includes detailed provisions for asset transfer, employee transitions, tax implications, and necessary government approvals, while incorporating protective measures for both parties through warranties, indemnities, and specific closing conditions. It serves as the primary transaction document in business acquisitions, requiring careful consideration of Indonesian business regulations and market practices.

What sections should be included in a Business Purchase And Sale Agreement?

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

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

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including the business assets being sold and purchased

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: Process and requirements for completing the transaction, including timing and location

8. Assets and Liabilities: Detailed description of assets included and excluded, and treatment of liabilities

9. Employees: Treatment of employees and related obligations under Indonesian labor law

10. Representations and Warranties: Statements of fact and assurances from both parties

11. Seller's Covenants: Ongoing obligations and restrictions on the seller

12. Tax Matters: Allocation of tax liabilities and obligations

13. Indemnification: Protection and compensation provisions for both parties

14. Confidentiality: Protection of confidential information and trade secrets

15. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanisms

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

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

1. Intellectual Property: Required when the business has significant IP assets needing special treatment

2. Real Estate: Required when the business includes property assets or leases

3. Environmental Matters: Required for businesses with environmental impacts or compliance requirements

4. Competition/Anti-trust: Required for larger transactions that may impact market competition

5. Transition Services: Required when the seller will provide post-completion operational support

6. Foreign Investment Provisions: Required when the purchaser is a foreign entity

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

8. Bank Guarantees: Required when payment security is needed

9. Government Approvals: Required for regulated industries requiring specific permits or licenses

What schedules should be included in a Business Purchase And Sale Agreement?

1. Schedule 1: Business Assets: Detailed inventory of all tangible and intangible assets included in the sale

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

3. Schedule 3: Employee Information: Details of all employees, their positions, and employment terms

4. Schedule 4: Material Contracts: List and copies of all important business contracts

5. Schedule 5: Intellectual Property: Details of all IP rights, registrations, and licenses

6. Schedule 6: Properties: Details of owned and leased properties

7. Schedule 7: Permits and Licenses: List of all business permits, licenses, and regulatory approvals

8. Schedule 8: Completion Deliverables: List of all documents and items to be delivered at completion

9. Schedule 9: Warranties: Detailed warranties given by the seller

10. Appendix A: Form of Transfer Instruments: Template documents for transferring various assets

11. Appendix B: Calculation of Purchase Price Adjustments: Methodology and examples for any price adjustment mechanisms

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

Technology

Real Estate

Hospitality

Professional Services

Construction

Agriculture

Mining

Healthcare

Education

Transportation

Energy

Financial Services

Telecommunications

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk Management

Compliance

Operations

Business Development

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Corporate Lawyer

Business Development Manager

Finance Director

Mergers & Acquisitions Manager

Legal Counsel

Commercial Director

Risk Manager

Compliance Officer

Investment Manager

Business Owner

Company Secretary

Operations Director

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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