The Deed of Sale of Shares is a crucial legal document in Indonesian corporate transactions, required whenever ownership of shares in an Indonesian company is transferred between parties. This document must be executed before an Indonesian notary public to be legally valid and is governed by Law No. 40 of 2007 on Limited Liability Companies, along with other relevant regulations. It is used in various contexts, from simple transfers between local parties to complex international transactions involving foreign investors. The deed contains essential information about the shares being transferred, payment terms, warranties, and representations, while ensuring compliance with Indonesian investment restrictions and regulatory requirements. It serves as the primary evidence of share ownership transfer and is necessary for updating corporate records and obtaining regulatory approvals where required.
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1. Parties: Identification of the Seller(s) and Buyer(s), including complete legal names, addresses, and identification numbers as required by Indonesian law
2. Background: Context of the transaction, including details about the company whose shares are being sold and the current ownership structure
3. Definitions: Key terms used throughout the deed, ensuring clarity and consistent interpretation
4. Object of Sale and Purchase: Detailed description of the shares being sold, including quantity, class, and nominal value
5. Purchase Price: Agreed price for the shares and payment mechanisms
6. Terms of Payment: Payment schedule, method, and currency of payment
7. Completion: Requirements and procedures for completing the transfer of shares
8. Seller's Warranties: Representations and warranties regarding ownership, authority to sell, and status of the shares
9. Company Warranties: Representations about the company's legal status, financial condition, and compliance
10. Buyer's Warranties: Representations regarding authority to purchase and compliance with relevant laws
11. Transfer of Rights: Legal mechanism for transferring ownership and updating the company's share register
12. Governing Law: Specification of Indonesian law as the governing law
13. Dispute Resolution: Procedures for resolving disputes, typically specifying Indonesian courts or arbitration
14. Notices: Process for formal communications between parties
15. Execution: Formal execution clause meeting Indonesian notarial requirements
1. Non-Competition: Restrictions on seller's future business activities, used when protecting company's business interests is crucial
2. Conditions Precedent: Specific conditions that must be met before completion, used for complex transactions or regulatory requirements
3. Tax Provisions: Detailed tax arrangements and responsibilities, used when specific tax implications need to be addressed
4. Transitional Services: Arrangements for post-sale support or services, used when seller's continued involvement is needed
5. Foreign Investment Compliance: Additional provisions for foreign buyers to ensure compliance with Indonesian investment laws
6. Employee Matters: Provisions regarding key employees or management, used when personnel retention is crucial
7. Confidentiality: Additional confidentiality obligations, used for sensitive transactions
8. Break Fee: Penalties for transaction failure, used in high-value or complex transactions
1. Share Details: Detailed description of shares including share certificates numbers and dates of issue
2. Company Information: Key corporate information including registration details, licenses, and permits
3. Disclosed Matters: List of disclosed issues affecting warranties or representations
4. Payment Schedule: Detailed payment terms and installment schedule if applicable
5. Corporate Approvals: Copies of relevant corporate approvals and resolutions
6. Encumbrances: List of any existing encumbrances on the shares
7. Required Regulatory Approvals: List of regulatory approvals required for the transaction
8. Form of Transfer Instruments: Templates for share transfer forms and other required documentation
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