The Stock Purchase Agreement serves as the primary transaction document for share acquisitions in Indonesia, governed by Law No. 40 of 2007 on Limited Liability Companies and related regulations. This document is essential when transferring ownership of shares between parties, whether in private transactions or as part of larger corporate restructurings. It must comply with Indonesian investment laws, particularly when involving foreign investors, and includes detailed provisions for the transfer process, regulatory approvals, and post-completion obligations. The agreement typically incorporates local law requirements such as notarial deeds for share transfers and specific forms for regulatory filings with the Ministry of Law and Human Rights.
Your data doesn't train Genie's AI
You keep IP ownership of your information
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
OR
Let Ƶ's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.
1. Parties: Identification of the seller(s) and purchaser(s), including complete legal names, registration numbers, and addresses
2. Background: Context of the transaction, including brief description of the company whose shares are being sold and the purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price per share, and total consideration
5. Payment Terms: Structure and timing of payments, including any escrow arrangements
6. Conditions Precedent: Prerequisites that must be satisfied before completion of the transaction
7. Completion: Process and requirements for closing the transaction
8. Seller's Warranties and Representations: Statements of fact and assurances about the company, shares, and seller's capacity
9. Purchaser's Warranties and Representations: Statements regarding purchaser's capacity and authority to enter into the agreement
10. Covenants: Ongoing obligations of the parties before and after completion
11. Indemnification: Provisions for compensation in case of breach or misrepresentation
12. Confidentiality: Obligations regarding non-disclosure of transaction and company information
13. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
14. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Tag-Along Rights: Include when minority shareholders need protection to join in sale of majority stake
2. Drag-Along Rights: Include when majority shareholders need right to force minority to join in sale
3. Non-Competition: Include when seller needs to be restricted from competing post-sale
4. Employee Matters: Include when transaction affects key employees or management
5. Tax Matters: Include when specific tax arrangements or allocations need to be addressed
6. Earn-out Provisions: Include when part of purchase price is contingent on future performance
7. Foreign Investment Provisions: Include when purchaser is a foreign entity requiring compliance with Indonesian investment laws
8. Break Fee: Include when parties want to specify compensation for transaction failure
1. Schedule 1 - Share Details: Details of shares being transferred including share certificates and shareholder history
2. Schedule 2 - Company Information: Key corporate information including assets, licenses, and material contracts
3. Schedule 3 - Warranties: Detailed warranties and representations by the seller
4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required for completion
5. Schedule 5 - Disclosed Matters: Exceptions to warranties and known issues
6. Schedule 6 - Company Financial Statements: Recent financial statements and management accounts
7. Appendix A - Form of Resignation Letters: Template resignation letters for departing directors if applicable
8. Appendix B - Transfer Instruments: Forms and documents required for share transfer under Indonesian law
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Manufacturing
Technology
Real Estate
Energy
Mining
Retail
Healthcare
Agriculture
Transportation
Telecommunications
Consumer Goods
Professional Services
Media and Entertainment
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Tax
Risk Management
Corporate Secretariat
Investment Relations
Business Development
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Secretary
Investment Director
Legal Counsel
Compliance Officer
Mergers & Acquisitions Director
Corporate Development Manager
Financial Controller
Tax Manager
Business Development Director
Risk Management Officer
Board Member
Investment Relations Manager
Find the exact document you need
Nurse Practitioner Employment Contract
An Indonesian-law governed employment contract for nurse practitioners, addressing both standard employment terms and specialized healthcare practice requirements.
Download
Non Compete Agreement Hiring Employees
An Indonesian law-governed agreement restricting an employee's post-employment competitive activities, balancing employer protection with employee rights.
Download
Non Binding Contract
A non-binding contract under Indonesian law that outlines intended business arrangements while explicitly maintaining no legal obligations between parties.
Download
Non Binding Agreement
An Indonesian law-compliant preliminary agreement outlining intended cooperation between parties while maintaining a non-binding status.
Download
Business Agreement
An Indonesian law-governed agreement establishing business relationships between parties, incorporating local legal requirements and commercial terms.
Download
Private Tenancy Agreement
An Indonesian law-governed agreement establishing terms and conditions for residential property rental between landlord and tenant.
Download
Common Agreement
A fundamental contract template governed by Indonesian law, establishing binding obligations between parties while ensuring compliance with local legal requirements.
Download
Professional Services Agreement
An Indonesian law-governed agreement establishing terms for professional services delivery, including scope, payment, and service provider obligations.
Download
On Hire Labour Agreement
An Indonesian law-governed agreement establishing employment terms between a labor hire company, worker, and host company.
Download
Written Agreement
A formal Written Agreement compliant with Indonesian law that establishes legally binding obligations between parties under Indonesian jurisdiction.
Download
Simple Agreement
A basic contractual agreement template compliant with Indonesian law, designed for straightforward business arrangements.
Download
Side Agreement
An Indonesian law-governed supplementary agreement that modifies or clarifies terms of an existing main agreement, requiring compliance with local language and legal requirements.
Download
Official Employment Contract
Indonesian law-compliant employment contract establishing formal employment terms and conditions under Law No. 13 of 2003 (Manpower Law).
Download
Non Hire Agreement
An Indonesian law-governed agreement preventing parties from hiring each other's employees, including specific restrictions and compliance with local labor laws.
Download
Non Fixed Term Employment Contract
Indonesian law-governed permanent employment agreement establishing terms and conditions of employment in compliance with local labor laws.
Download
Incorporation Agreement
An Indonesian law-governed agreement establishing a new company's structure, ownership, and governance framework under Law No. 40 of 2007.
Download
Boilerplate Agreement
A standardized agreement template compliant with Indonesian law, providing essential contractual elements with bilingual provisions.
Download
Amended Contract
An amended contract under Indonesian law that modifies existing contractual arrangements while ensuring compliance with local legal requirements.
Download
Tooling Agreement
An Indonesian law-governed agreement establishing terms for industrial tooling supply, manufacture, or use, aligned with local industrial regulations and international standards.
Download
Representation Agreement
An Indonesian law-governed agreement establishing and regulating the relationship between a principal company and its appointed representative, defining representation rights and obligations.
Download
Provisional Agreement
An Indonesian law-compliant temporary contractual arrangement establishing interim rights and obligations between parties pending a permanent agreement or specific event completion.
Download
Preliminary Agreement
An Indonesian law-governed preliminary agreement establishing framework terms for business negotiations and protecting parties' interests during discussion phase.
Download
Offer Of Employment Contract
An Indonesian employment contract that establishes employment terms and conditions in compliance with Indonesian labor law.
Download
Marketing Manager Employment Contract
An Indonesian law-compliant employment contract for Marketing Manager positions, outlining key terms, conditions, and responsibilities.
Download
Common Terms Agreement
Indonesian law-governed Common Terms Agreement establishing principal terms for syndicated lending arrangements, incorporating mandatory local law requirements and banking regulations.
Download
Nanny Employment Contract
An Indonesian law-compliant employment contract establishing terms and conditions for nanny services in private households.
Download
Tenancy Contract
An Indonesian law-governed agreement establishing property rental terms and conditions between landlord and tenant, compliant with the Indonesian Civil Code and property regulations.
Download
Preliminary Contract
An Indonesian law-governed pre-agreement document that establishes binding preliminary terms while parties negotiate a definitive agreement.
Download
Catering Contract
An Indonesian law-governed catering services agreement establishing terms and conditions for food service provision while ensuring compliance with local regulations.
Download
Lease Agreement
An Indonesian law-governed agreement establishing terms and conditions for property rental, defining rights and obligations of lessor and lessee.
Download
Security Agreement Form
An Indonesian law-governed agreement creating security interests over assets to secure financial obligations, compliant with Indonesian security and fiduciary laws.
Download
Business Cooperation Agreement
An Indonesian law-governed agreement establishing terms and conditions for business cooperation between multiple parties, ensuring regulatory compliance and mutual business interests.
Download
Local Employment Contract
An Indonesian law-compliant employment agreement for hiring local employees, incorporating all mandatory provisions under Indonesian labor legislation.
Download
Mutual Separation Agreement Employment
An Indonesian law-governed agreement documenting mutually agreed employment termination terms between employer and employee, including statutory entitlements and obligations.
Download
Head Of Terms Agreement
A preliminary agreement under Indonesian law outlining key commercial terms and understanding between parties for a proposed transaction, serving as a framework for future definitive agreements.
Download
New Employment Contract For Existing Employees
Indonesian law-governed employment contract template for updating terms with existing employees, compliant with current labor regulations.
Download
Business Contract
An Indonesian law-governed business contract establishing commercial relationships between business entities, ensuring compliance with local regulations and commercial practices.
Download
Work Agreement
An Indonesian law-compliant employment agreement establishing terms and conditions of employment, including statutory rights and obligations.
Download
White Label Agreement
An Indonesian law-governed agreement establishing terms for manufacturing products under another company's brand name, including quality, IP rights, and regulatory compliance.
Download
Volunteer Contract
An Indonesian law-governed agreement establishing the terms and conditions between an organization and a volunteer, ensuring compliance with local volunteer regulations.
Download
ұԾ’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ұԾ’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)