A Simple Stock Purchase Agreement is a fundamental legal document used in Indonesian corporate transactions to facilitate the transfer of shares between parties. This agreement is particularly suitable for straightforward share transfers where extensive warranties and complex conditions are not required. The document must comply with Indonesian law, particularly Law No. 40 of 2007 on Limited Liability Companies and relevant OJK regulations. It typically includes basic provisions covering share details, purchase price, completion mechanics, and fundamental warranties, while accommodating requirements for dual language execution. This agreement is commonly used in private company transactions, small to medium-sized share transfers, and situations where parties prefer a streamlined approach to documenting their share purchase arrangement. The document serves as evidence of the transaction and helps ensure proper documentation for corporate and regulatory compliance purposes.
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1. Parties: Identification of the Seller and Purchaser, including complete legal names and addresses
2. Background: Context of the transaction, including brief description of the Company and the parties' intention to sell/purchase shares
3. Definitions: Key terms used throughout the agreement, including Company, Shares, Purchase Price, and Completion Date
4. Sale and Purchase of Shares: Core transaction terms including number of shares, class of shares, and agreement to sell and purchase
5. Purchase Price: Specified purchase price, payment method, and timing of payment
6. Completion: Details of when and how the transfer will be completed, including required actions by each party
7. Seller's Warranties: Basic warranties regarding share ownership, authority to sell, and absence of encumbrances
8. Purchaser's Warranties: Basic warranties regarding authority to purchase and ability to pay
9. Confidentiality: Obligations to keep transaction details confidential
10. Costs: Allocation of transaction costs and tax responsibilities
11. Notices: How formal notices under the agreement should be given
12. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
13. Language: Provision for dual language (Indonesian and English) and which version prevails
14. Execution: Signature blocks and execution requirements
1. Conditions Precedent: Used when completion is subject to certain conditions being met, such as regulatory approvals or third-party consents
2. Post-Completion Obligations: Include when parties have specific obligations to fulfill after the share transfer
3. Non-Competition: Add when seller should be restricted from competing with the Company
4. Board Changes: Include when the transaction involves changes to the Company's board of directors
5. Tag-Along Rights: Add for minority shareholder protection in partial stake sales
6. Drag-Along Rights: Include when majority shareholder wants right to force minority shareholders to join in sale
7. Security for Obligations: Used when payment is deferred or warranties need to be secured
8. Pre-emptive Rights Waiver: Include when other shareholders have pre-emptive rights that need to be waived
1. Details of the Company: Company registration details, share capital structure, and other corporate information
2. Details of the Sale Shares: Specific description of shares being sold including share certificate numbers and share history
3. Form of Transfer Instruments: Template forms for share transfer documentation required under Indonesian law
4. Completion Checklist: List of all documents and actions required for completion
5. Seller's Warranties: Detailed warranties if more extensive than those in main agreement
6. Required Regulatory Approvals: List of required government or regulatory approvals for the transaction
7. Pro-forma Share Capital Table: Company's share capital structure before and after the transaction
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