The Company Sales Agreement is a fundamental transaction document used in Indonesian business practice for the sale and acquisition of companies or business entities. This document is essential when one entity intends to purchase another company's shares or assets, requiring careful consideration of Indonesian corporate law, particularly Law No. 40 of 2007 on Limited Liability Companies. The agreement serves as the primary contract governing the transaction terms, including purchase price, warranties, indemnities, and regulatory compliance requirements. It needs to address specific Indonesian legal requirements such as notarial deeds, foreign investment restrictions if applicable, and mandatory regulatory approvals. The document is typically used in both domestic and cross-border transactions, requiring careful attention to Indonesian business practices and legal framework while ensuring international standards are met where relevant.
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1. Parties: Identification of seller and buyer entities, including registration details and authorized representatives
2. Background: Context of the transaction, including brief description of the company being sold and transaction rationale
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including what is being sold and purchase price
5. Consideration and Payment Terms: Detailed payment structure, timing, and method of payment
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Pre-Completion Obligations: Parties' obligations between signing and completion
8. Completion: Process and requirements for closing the transaction
9. Warranties and Representations: Standard and specific warranties from both parties
10. Limitations on Claims: Limitations on warranty claims and indemnities
11. Confidentiality: Obligations regarding confidential information
12. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Post-Completion Obligations: Used when there are specific obligations that continue after completion, such as transition services
2. Non-Competition: Include when restricting seller's future competitive activities
3. Employee Matters: Required when the sale involves transfer of employees
4. Tax Covenants: Include for complex transactions with specific tax arrangements
5. Intellectual Property Rights: Important when IP forms significant part of company assets
6. Environmental Matters: Required for companies with environmental risks or obligations
7. Real Estate: Include when company owns significant property assets
8. Regulatory Compliance: Required for heavily regulated industries
1. Company Information: Detailed corporate information including shareholding structure
2. Assets Schedule: Comprehensive list of company assets included in sale
3. Intellectual Property: List of all IP rights owned or used by the company
4. Material Contracts: List of key contracts and agreements
5. Employee Information: Details of employees and their terms of employment
6. Properties: Details of owned and leased properties
7. Warranties: Detailed warranties given by the seller
8. Completion Requirements: Detailed list of completion deliverables
9. Permitted Encumbrances: List of permitted liens and encumbrances on assets
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