The Share Sale Agreement is a crucial document used in Indonesian corporate transactions to effect the transfer of ownership in a company through the sale of shares. This agreement is essential when shareholders wish to sell their ownership stake to new investors or existing shareholders. It must comply with Indonesian corporate law, particularly Law No. 40 of 2007 on Limited Liability Companies, and may require additional regulatory approvals depending on the sector and transaction size. The document typically includes detailed provisions on purchase price, payment terms, conditions precedent, warranties, and completion mechanics. It's particularly important to consider Indonesian foreign investment restrictions, tax implications, and specific sectoral regulations when structuring the agreement. The document serves as the primary transaction document and often requires supporting documentation such as corporate approvals, regulatory filings, and notarial deeds.
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1. Parties: Identification of the seller(s) and buyer(s), including complete legal names and addresses
2. Background: Context of the transaction, including brief description of the company whose shares are being sold
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, class of shares, and percentage of total share capital
5. Purchase Price: Specification of the purchase price, currency, and payment terms
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements
8. Completion: Mechanics of completion, including timing, location, and actions required
9. Seller's Warranties: Warranties given by the seller regarding the shares, company, and business
10. Buyer's Warranties: Basic warranties from the buyer, including capacity and authority to enter into the transaction
11. Tax Matters: Allocation of tax liabilities and tax-related indemnities
12. Confidentiality: Obligations regarding transaction confidentiality and public announcements
13. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
14. General Provisions: Standard boilerplate provisions including notices, amendments, and entire agreement
1. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
2. Seller Financing: Include when the seller is providing financing for part of the purchase price
3. Non-Competition: Include when the seller needs to be restricted from competing post-completion
4. Continuing Shareholder Rights: Include for partial sales where the seller retains some shares
5. Management Provisions: Include when there are specific arrangements regarding ongoing management
6. Foreign Investment Provisions: Include when the buyer is a foreign entity
7. Break Fee: Include when there's agreement on compensation if either party terminates the transaction
8. Employee Matters: Include when there are specific arrangements regarding key employees
1. Share Details: Detailed description of the shares being sold, including share certificates numbers
2. Company Information: Key details about the company, including corporate registration information
3. Warranties: Detailed warranties about the company, business, and shares
4. Disclosed Documents: List of documents disclosed against the warranties
5. Properties: Details of real estate owned or leased by the company
6. Material Contracts: List and details of the company's material contracts
7. Intellectual Property: Schedule of company's IP rights and registrations
8. Completion Obligations: Detailed list of documents to be delivered and actions to be taken at completion
9. Form of Resignation Letters: Template resignation letters for outgoing directors
10. Form of Board Resolutions: Template board resolutions approving the share transfer
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