The Stock Share Agreement is a crucial document in Indonesian corporate transactions, used when transferring ownership of shares in a limited liability company (Perseroan Terbatas). It is essential for both private and public companies operating under Indonesian law, particularly Law No. 40 of 2007 and OJK regulations. The agreement comprehensively details the terms of share transfers, including purchase price, payment mechanisms, representations and warranties, and regulatory compliance requirements. It's particularly important given Indonesia's specific requirements for corporate ownership, foreign investment restrictions, and mandatory corporate governance structures. The document serves as both a legal record of the transaction and a framework for protecting the rights and obligations of all parties involved in the share transfer.
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1. Parties: Identification of all parties to the agreement, including full legal names, registration numbers, and addresses
2. Background: Context of the transaction, including company details, existing shareholding structure, 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: Specification of the purchase price, payment terms, and payment mechanics
6. Completion: Conditions precedent, completion mechanics, and timing of the share transfer
7. Representations and Warranties: Statements of fact and assurances from both seller and purchaser
8. Covenants: Ongoing obligations of the parties, including pre-completion and post-completion undertakings
9. Indemnification: Protection mechanisms and remedies for breach of warranties or covenants
10. Confidentiality: Obligations regarding confidential information and announcements
11. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanisms
12. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
13. Execution: Signature blocks and execution formalities
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 minority shareholders to join in a sale
3. Pre-emptive Rights: Include when existing shareholders should have first right to purchase new share issuances
4. Board Composition: Include when the transaction affects board representation rights
5. Dividend Policy: Include when specific dividend distribution arrangements need to be agreed
6. Non-Competition: Include when selling shareholders need to be restricted from competing
7. Foreign Investment Compliance: Include when foreign investors are involved, addressing Indonesia's foreign ownership restrictions
8. Tax Provisions: Include when specific tax arrangements or allocations need to be addressed
1. Details of the Company: Complete corporate information including registration details, share capital structure, and licenses
2. Share Certificate Details: Copies or details of share certificates being transferred
3. Warranties: Detailed list of warranties given by the seller regarding the company and shares
4. Completion Requirements: Checklist of documents and actions required for completion
5. Existing Encumbrances: List of any existing charges or encumbrances on the shares
6. Corporate Documents: Copies of relevant corporate approvals and resolutions
7. Regulatory Approvals: List of required regulatory approvals and their status
8. Disclosure Letter: Seller's disclosures against the warranties
Relevant legal definitions
Clauses
Relevant Industries
Banking & Financial Services
Technology
Manufacturing
Real Estate & Property
Mining & Resources
Retail & Consumer
Healthcare & Pharmaceuticals
Agriculture & Plantation
Infrastructure & Construction
Energy & Utilities
Telecommunications
Media & Entertainment
Professional Services
Education
Transportation & Logistics
Relevant Teams
Legal
Corporate Finance
Compliance
Board Secretariat
Risk Management
Investment
Corporate Development
Mergers & Acquisitions
Finance
Executive Management
Shareholder Relations
Corporate Governance
Business Development
Treasury
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Director
Investment Director
Compliance Officer
Corporate Lawyer
Financial Controller
Business Development Director
Risk Manager
Board Member
Managing Director
Investment Manager
Corporate Finance Manager
Legal Counsel
Company Director
Shareholder Relations Manager
Due Diligence Officer
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