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A Share Purchase Agreement lays out the terms and conditions when someone buys shares in an Indonesian company. It's the key legal document that protects both buyers and sellers during share transfers, spelling out the price, payment terms, and what happens before and after the deal closes.

Under Indonesian Company Law, this agreement must include specific details like the company's latest financial position and any required government approvals. It typically covers warranties about the company's legal status, mechanisms for handling disputes, and conditions that need to be met before ownership can change hands. For foreign investors, it also needs to align with Indonesia's investment regulations and capital market rules.

Use a Share Purchase Agreement anytime you're buying or selling shares in an Indonesian company, especially for significant ownership transfers. This agreement becomes essential when negotiating with multiple shareholders, dealing with foreign investors, or handling complex corporate restructuring.

The agreement proves particularly valuable during mergers and acquisitions, joint venture formations, or when bringing in strategic investors. Indonesian law requires detailed documentation for share transfers, and having this agreement helps navigate regulatory approvals, especially from BKPM for foreign investment deals. It also provides crucial protection when dealing with minority shareholder rights or setting up special voting arrangements.

• Share Sell Agreement: Used for straightforward share transfers between Indonesian parties, focusing on basic sale terms and local compliance requirements
• Restricted Stock Agreement: Specialized version for employee stock programs or when shares come with specific holding periods and transfer restrictions under Indonesian securities law
• Simple SPA: Basic agreement for small-scale transfers between local shareholders with standard warranties
• Complex SPA: Comprehensive version for large corporate deals, including detailed representations and foreign investment provisions
• Conditional SPA: Includes specific performance requirements or regulatory approvals before share transfer completion

• Selling Shareholders: Indonesian individuals or companies transferring their ownership stakes, responsible for providing company information and warranties
• Buying Investors: Local or foreign entities acquiring shares, often conducting due diligence and securing necessary BKPM approvals
• Corporate Legal Teams: Draft and review agreements to ensure compliance with Indonesian Company Law and capital market regulations
• Company Directors: Approve and execute the agreement on behalf of the company, ensuring proper corporate governance
• Notaries: Authenticate the agreement and handle required deed updates with the Ministry of Law and Human Rights

• Company Details: Gather current articles of association, shareholder registry, and recent financial statements
• Share Information: Document exact number of shares, share classification, and current ownership structure
• Purchase Terms: Define price, payment method, and timing of transfer in line with Indonesian regulations
• Due Diligence: Complete background checks on company assets, liabilities, and any existing shareholder agreements
• Regulatory Requirements: Check BKPM investment rules and Ministry of Law requirements for the specific transaction type
• Draft Review: Our platform generates customized agreements that include all mandatory elements under Indonesian law

• Party Information: Complete legal names, addresses, and registration numbers of all buyers, sellers, and the company
• Share Details: Precise description of shares being transferred, including class, nominal value, and certificate numbers
• Purchase Price: Clear payment terms, timing, and method of transfer in Indonesian Rupiah
• Representations: Seller warranties about company status, share ownership, and absence of encumbrances
• Conditions Precedent: Required regulatory approvals and corporate authorizations
• Governing Law: Statement of Indonesian law application and dispute resolution mechanisms
• Execution Details: Signature blocks with capacity statements and notarial requirements

A Share Purchase Agreement differs significantly from an Asset Purchase Agreement in both scope and legal implications under Indonesian law. While both involve business transactions, they serve distinct purposes and require different regulatory considerations.

• Transaction Object: Share Purchase Agreements transfer company ownership through shares, while Asset Purchase Agreements deal with specific company assets, equipment, or property
• Legal Structure: Share transfers maintain corporate continuity and existing licenses, whereas asset purchases create new ownership of specific items
• Regulatory Requirements: Share transfers need BKPM approval for foreign investment and Ministry of Law registration; asset transfers focus on property rights and tax implications
• Liability Transfer: Share deals transfer both assets and liabilities of the company; asset purchases typically limit liability to specific items being sold
• Documentation: Share transfers require updated company registry and shareholder lists; asset deals need detailed inventory and property transfer documents