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Membership Interest Purchase Agreement for Indonesia

Membership Interest Purchase Agreement Template for Indonesia

A comprehensive legal agreement governed by Indonesian law that documents the sale and purchase of membership interests in a company. This agreement outlines the terms and conditions of the transaction, including purchase price, payment terms, representations and warranties, closing conditions, and post-closing obligations. It incorporates specific requirements under Indonesian corporate law, investment regulations, and civil code provisions, ensuring compliance with local legal frameworks while protecting both buyers' and sellers' interests in the transfer of company ownership.

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What is a Membership Interest Purchase Agreement?

The Membership Interest Purchase Agreement is a crucial document used in Indonesian business transactions when transferring ownership interests in a company. It is essential for both domestic and cross-border transactions, requiring careful attention to Indonesian investment laws, corporate regulations, and civil code requirements. The agreement must be drafted in compliance with Law No. 40 of 2007 on Limited Liability Companies and related regulations, often requiring bilingual execution as per Law No. 24 of 2009. This document is commonly used in corporate restructuring, business exits, joint venture modifications, or strategic investments, providing comprehensive coverage of transaction terms, conditions, representations, warranties, and regulatory compliance requirements. Special consideration must be given to foreign ownership restrictions and investment approval requirements when international parties are involved.

What sections should be included in a Membership Interest Purchase Agreement?

1. Parties: Identifies and provides complete details of all parties to the agreement

2. Background: Provides context for the transaction, including description of the target company and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Sale and Purchase of Membership Interest: Details the specific membership interests being sold and purchased

5. Purchase Price and Payment: Specifies the purchase price, payment terms, and any adjustments

6. Closing: Sets forth the closing date, conditions precedent, and closing deliverables

7. Representations and Warranties of Seller: Seller's statements about the company, membership interests, and authority to sell

8. Representations and Warranties of Buyer: Buyer's statements about authority and capacity to purchase

9. Covenants: Pre-closing and post-closing obligations of the parties

10. Indemnification: Basic indemnification obligations and procedures

11. Termination: Circumstances under which the agreement may be terminated

12. Governing Law and Dispute Resolution: Specifies Indonesian law as governing law and dispute resolution mechanisms

13. Miscellaneous: Standard provisions including notices, amendments, entire agreement, etc.

What sections are optional to include in a Membership Interest Purchase Agreement?

1. Seller Financing: Include when part of purchase price is paid through promissory notes or installments

2. Employee Matters: Include when there are specific agreements about retention or treatment of employees

3. Tax Matters: Include when special tax allocations or indemnities are needed

4. Non-Competition and Non-Solicitation: Include when sellers are restricted from competing or soliciting employees/customers

5. Transition Services: Include when seller will provide post-closing services to the company

6. Environmental Matters: Include for companies with significant environmental exposures

7. Parent Guaranty: Include when parent company guarantees are required

8. Earn-out Provisions: Include when part of purchase price is contingent on future performance

What schedules should be included in a Membership Interest Purchase Agreement?

1. Disclosure Schedule: Exceptions to representations and warranties

2. Company Information: Detailed information about the company, including corporate documents and licenses

3. Financial Statements: Recent financial statements of the company

4. Material Contracts: List and copies of material contracts

5. Intellectual Property: Schedule of IP rights and registrations

6. Employee Information: List of employees, compensation, and benefits

7. Real Property: Details of owned and leased real property

8. Permits and Licenses: List of governmental permits and licenses

9. Pending Litigation: Schedule of pending or threatened litigation

10. Form of Closing Documents: Forms of various closing certificates and documents

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

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions






















































Clauses











































Relevant Industries

Manufacturing

Technology

Real Estate

Financial Services

Mining

Agriculture

Retail

Healthcare

Education

Transportation

Energy

Construction

Hospitality

Professional Services

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Due Diligence

Investment

Corporate Secretariat

Business Development

Risk Management

Tax

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Legal Director

Investment Director

Mergers & Acquisitions Director

Business Development Director

Corporate Development Manager

Legal Manager

Finance Manager

Due Diligence Manager

Compliance Officer

Investment Analyst

Legal Counsel

Transaction Advisory Manager

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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