The Stock Sale And Purchase Agreement serves as the primary transaction document for share transfers in Indonesian companies, whether for partial or complete ownership changes. It is essential for both domestic and cross-border transactions, requiring careful consideration of Indonesian corporate law, investment regulations, and specific sectoral requirements. The document must comply with Law No. 40 of 2007 on Limited Liability Companies and, where applicable, capital market regulations for public companies. It typically includes detailed provisions on purchase price, conditions precedent (including regulatory approvals), representations and warranties, and closing mechanics. For transactions involving foreign investors, additional considerations regarding investment restrictions and foreign ownership limitations must be addressed. The agreement must be prepared in Indonesian or bilingually to comply with Law No. 24 of 2009.
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1. Parties: Identification of the Seller(s), Purchaser(s), and the Company whose shares are being sold
2. Background: Context of the transaction, including current ownership structure and purpose of the sale
3. Definitions: Defined terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Required conditions to be fulfilled before closing, including regulatory approvals
6. Completion: Closing mechanics, timing, and deliverables
7. Seller's Representations and Warranties: Statements of fact and assurances about the shares, company, and seller
8. Purchaser's Representations and Warranties: Statements of fact and assurances about the purchaser's capacity and authority
9. Pre-Completion Obligations: Obligations of parties between signing and closing, including conduct of business
10. Tax Matters: Allocation of tax liabilities and obligations
11. Confidentiality: Provisions regarding confidential information and announcements
12. Indemnification: Rights and obligations regarding losses and claims
13. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
14. General Provisions: Standard boilerplate clauses including notices, amendments, and language requirements
1. Tag-Along Rights: Optional section for minority shareholder protection, relevant in partial stake sales
2. Drag-Along Rights: Optional section for majority shareholder rights, relevant in controlling stake sales
3. Non-Competition: Restrictions on seller's future competitive activities, relevant when seller is an industry participant
4. Earn-out Provisions: Structure for additional payments based on future performance, used in performance-dependent valuations
5. Employee Matters: Provisions regarding key employees and management, relevant for controlling stake transfers
6. Transition Services: Terms for post-closing operational support, relevant when seller provides crucial services
7. Foreign Investment Compliance: Special provisions for foreign buyers, required when purchaser is non-Indonesian
1. Details of the Company: Corporate information, shareholding structure, and material contracts
2. Details of the Sale Shares: Specific description and details of shares being transferred
3. Purchase Price Calculation: Detailed breakdown of consideration and adjustments
4. Completion Deliverables: List of documents and items to be delivered at closing
5. Warranties: Detailed warranties about the business, assets, and liabilities
6. Encumbrances: List of existing liens, pledges, or other encumbrances on shares
7. Required Consents: List of third-party and regulatory approvals needed
8. Disclosed Matters: Disclosure schedule qualifying the warranties
9. Form of Resignation Letters: Template letters for retiring directors/commissioners
10. Form of Transfer Instruments: Required share transfer documentation under Indonesian law
Relevant legal definitions
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Financial Services
Real Estate
Mining
Agriculture
Retail
Healthcare
Energy
Infrastructure
Telecommunications
Consumer Goods
Professional Services
Transportation
Education
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Corporate Secretarial
Due Diligence
Investment Relations
Treasury
Risk Management
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Business Development
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Secretary
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Mergers & Acquisitions Director
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Board Director
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Transaction Manager
Due Diligence Manager
Corporate Finance Manager
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