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Company Share Agreement for Indonesia

Company Share Agreement Template for Indonesia

A Company Share Agreement under Indonesian law is a legally binding document that governs the sale and transfer of shares between parties in an Indonesian company. The agreement must comply with Law No. 40 of 2007 on Limited Liability Companies and related regulations, including specific requirements for share transfers, foreign ownership limitations, and corporate governance standards. The document details the terms and conditions of the share transfer, including purchase price, completion mechanics, representations and warranties, and various shareholder rights and obligations, while ensuring compliance with Indonesian investment regulations and corporate law requirements.

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What is a Company Share Agreement?

The Company Share Agreement is a crucial document used in Indonesian corporate transactions to facilitate and document the transfer of company shares between parties. This agreement type is essential when shareholders wish to sell or purchase shares in an Indonesian limited liability company (Perseroan Terbatas or PT), whether in whole or in part. The document must strictly comply with Indonesian corporate law, particularly Law No. 40 of 2007, and may require approval from the Investment Coordinating Board (BKPM) for transactions involving foreign investment. The agreement typically includes detailed provisions on share valuation, transfer procedures, shareholder rights, and corporate governance requirements, while also addressing specific Indonesian regulatory requirements such as mandatory language requirements and notarization. It serves as the primary documentation for share ownership changes and helps ensure smooth transition of ownership while protecting all parties' interests.

What sections should be included in a Company Share Agreement?

1. Parties: Identification of all parties to the agreement, including full legal names, registration numbers, and addresses

2. Background: Context of the transaction, company information, and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase of Shares: Details of the shares being transferred, including number, class, and percentage of total share capital

5. Purchase Price: Consideration for the shares and payment terms

6. Completion: Conditions precedent, completion mechanics, and timing

7. Representations and Warranties: Standard warranties from both seller and purchaser regarding capacity, authority, and share ownership

8. Pre-completion Obligations: Obligations of parties between signing and completion

9. Post-completion Obligations: Actions required after completion, including regulatory filings

10. Shareholder Rights: Voting rights, dividend rights, and other shareholder entitlements

11. Transfer Restrictions: Limitations on future share transfers and right of first refusal provisions

12. Confidentiality: Protection of confidential information and trade secrets

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 Company Share Agreement?

1. Tag-Along Rights: Include when minority shareholders need protection to join in sales by majority shareholders

2. Drag-Along Rights: Include when majority shareholders need the right to force minorities to join in a sale

3. Anti-dilution Protection: Include when protecting certain shareholders from equity dilution

4. Foreign Investment Provisions: Include when there are foreign shareholders or investors

5. Management Rights: Include when certain shareholders are granted specific management or board representation rights

6. Share Option Provisions: Include when implementing employee share schemes or future purchase options

7. Dividend Policy: Include when establishing specific dividend distribution requirements

8. Dead-lock Resolution: Include when there are equal shareholders to resolve potential voting deadlocks

What schedules should be included in a Company Share Agreement?

1. Share Capital Structure: Details of the company's total share capital, classes of shares, and current shareholding

2. Deed of Adherence: Template for new shareholders to join the agreement

3. Company Information: Key company details including registration, licenses, and material contracts

4. Completion Documents: List of documents required for completion

5. Reserved Matters: List of decisions requiring special majority or unanimous approval

6. Corporate Governance Procedures: Detailed procedures for board and shareholder meetings

7. Share Valuation Methodology: Agreed method for valuing shares in future transfers

8. Regulatory Approvals: List of required governmental and regulatory approvals

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

Cost

Free to use
Relevant legal definitions








































Clauses







































Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Mining

Agriculture

Retail

Healthcare

Education

Professional Services

Telecommunications

Energy

Infrastructure

Consumer Goods

Transportation and Logistics

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Corporate Governance

Risk Management

Investment

Business Development

Corporate Affairs

Treasury

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Investment Director

Compliance Officer

Corporate Governance Officer

Finance Director

Managing Director

Board Member

Shareholder Relations Manager

Investment Manager

Business Development Director

Risk Management Officer

Company Director

Corporate Affairs 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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