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Agreement For Transfer Of Shares for Indonesia

Agreement For Transfer Of Shares Template for Indonesia

A comprehensive legal document governed by Indonesian law that formalizes the transfer of company shares from one party (seller) to another (buyer). The agreement complies with Law No. 40 of 2007 on Limited Liability Companies and related Indonesian regulations, detailing the terms and conditions of the share transfer, including purchase price, payment terms, warranties, and completion requirements. It incorporates necessary provisions for regulatory compliance, corporate approvals, and includes specific protections for both parties while addressing local legal requirements for share transfers in Indonesia.

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What is a Agreement For Transfer Of Shares?

The Agreement For Transfer Of Shares is a crucial document used in Indonesian corporate transactions when ownership of company shares needs to be legally transferred between parties. This document is essential for both private and public companies operating under Indonesian law, particularly Law No. 40 of 2007 on Limited Liability Companies. It's commonly used in various scenarios including business acquisitions, corporate restructuring, investment exits, or strategic ownership changes. The agreement must comply with Indonesian regulatory requirements, including foreign ownership restrictions if applicable, and typically requires execution before a notary public. It contains detailed provisions covering the transaction mechanics, representations and warranties, conditions precedent, and completion requirements, while also addressing specific Indonesian legal and regulatory considerations for share transfers.

What sections should be included in a Agreement For Transfer Of Shares?

1. Parties: Identification of the Seller(s), Buyer(s), and the Company whose shares are being transferred

2. Background: Context of the transaction, including current shareholding structure and reason for transfer

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before the transfer can complete

6. Completion: Mechanics and timing of the transfer completion, including actions required by each party

7. Seller's Warranties: Representations and warranties from the seller regarding the shares and company

8. Buyer's Warranties: Basic warranties from the buyer regarding capacity and authority to purchase

9. Confidentiality: Obligations regarding confidential information and announcement restrictions

10. Notices: Process and requirements for formal communications between parties

11. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanisms

12. General Provisions: Standard boilerplate clauses including amendments, waiver, and severability

What sections are optional to include in a Agreement For Transfer Of Shares?

1. Tag-Along Rights: Include when minority shareholders need protection to join in the sale

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

3. Non-Competition: Include when the seller needs to be restricted from competing post-sale

4. Tax Covenants: Include when specific tax arrangements or indemnities are required

5. Management Provisions: Include when the transfer affects management rights or board composition

6. Regulatory Compliance: Include when specific regulatory approvals (e.g., OJK approval) are required

7. Employee Matters: Include when the transfer affects key employees or employment arrangements

8. Intellectual Property Rights: Include when IP ownership or licenses are affected by the transfer

What schedules should be included in a Agreement For Transfer Of Shares?

1. Details of the Shares: Detailed description of shares being transferred including share certificates numbers

2. Company Information: Key details about the company including corporate registration and licenses

3. Completion Requirements: Checklist of documents and actions required for completion

4. Form of Transfer Instruments: Templates for share transfer deed and other transfer documents

5. Warranties: Detailed warranties about the company and its business

6. Corporate Approvals: Copies of required corporate approvals and resolutions

7. Regulatory Filings: Forms and notices required for regulatory compliance

8. Existing Encumbrances: List of any existing encumbrances on the shares

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Indonesia

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions







































Clauses



































Relevant Industries

Banking & Financial Services

Manufacturing

Technology

Real Estate

Mining

Agriculture

Retail

Healthcare

Energy

Telecommunications

Transportation & Logistics

Consumer Goods

Professional Services

Construction

Education

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Corporate Development

Mergers & Acquisitions

Investment

Board of Directors

Executive Management

Risk Management

Corporate Affairs

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Director

General Counsel

Investment Director

Merger & Acquisitions Director

Corporate Finance Manager

Legal Manager

Compliance Officer

Board Director

Managing Director

Finance Director

Company Secretary

Investment Manager

Corporate Development Manager

Shareholder Representative

Business Development Director

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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