{"id":4381,"date":"2026-09-08T18:21:29","date_gmt":"2026-09-08T11:21:29","guid":{"rendered":"https:\/\/prasetyolawoffice.com\/?p=4381"},"modified":"2026-09-08T18:21:31","modified_gmt":"2026-09-08T11:21:31","slug":"share-purchase-agreement-in-indonesia","status":"publish","type":"post","link":"https:\/\/prasetyolawoffice.com\/id\/share-purchase-agreement-in-indonesia\/","title":{"rendered":"Share Purchase Agreement in Indonesia"},"content":{"rendered":"

Read the Indonesian version: Share Purchase Agreement di Indonesia<\/a><\/p>\n\n\n\n

Clauses that determine whether a transaction can be safely completed and implemented<\/em><\/p>\n\n\n\n

Scope:<\/strong> Transfers of shares in privately held Indonesian companies, including PT PMA<\/p>\n\n\n\n

Last verified:<\/strong> 7 September 2026<\/p>\n\n\n\n

A Share Purchase Agreement in Indonesia, or SPA, sets out the commercial agreement and allocation of risk between a seller and a buyer of shares. Signing an SPA does not, by itself, complete the transfer of title to the shares, amend the register of shareholders, update the company\u2019s data in the Legal Entity Administration System, or adjust the target\u2019s business licences. The transaction documents must be designed together with the corporate and regulatory procedures that make the transaction effective and capable of implementation.<\/p>\n\n\n\n

This article addresses transactions involving shares in privately held companies. Acquisitions of public companies, financial services institutions, and businesses in other specially regulated sectors require additional analysis under the rules of the Financial Services Authority and the relevant sectoral regulator.<\/p>\n\n\n\n

Regulatory update.<\/strong> References to Government Regulation No. 5 of 2021 for the business licensing system, Minister of Law and Human Rights Regulation No. 21 of 2021 for company administration, or KPPU Regulation No. 3 of 2019 for acquisition notification are no longer current. They have respectively been revoked by Government Regulation No. 28 of 2025, Minister of Law Regulation No. 49 of 2025, and KPPU Regulation No. 3 of 2023. This article uses the regulations in force on the verification date.<\/p>\n\n\n\n

Not every purchase and sale of shares constitutes an Acquisition within the meaning of Indonesia\u2019s Company Law. Article 125(3) of Law No. 40 of 2007 on Limited Liability Companies<\/a>, as most recently amended by Law No. 6 of 2023, uses the term Acquisition for a share transaction that results in a transfer of control. A minority share purchase that does not change control remains subject to the rules on transfers of shares, the articles of association, and agreements entered into by the company, but the specific Acquisition procedure must be assessed by reference to the transaction\u2019s final effect.<\/p>\n\n\n\n

This distinction affects approvals, announcements, protection of creditors and minority shareholders, the form of the instrument, and the timing of completion. Articles 55 to 59 of the Company Law require the parties first to examine the transfer procedure in the articles of association. The articles may require the shares to be offered first to other shareholders, approval from a corporate organ, or approval from the competent authority. For an Acquisition directly from shareholders, Article 127(8) applies the announcement and creditor-objection mechanism mutatis mutandis, while Article 128(2) requires the deed of Acquisition to be made as an Indonesian-language notarial deed.<\/p>\n\n\n\n

International practice likewise does not use a single SPA suitable for every transaction. The American Bar Association\u2019s 2025 study reviewed 139 private-target acquisition agreements. Ninety-seven transactions used a deferred closing after signing, while 42 were signed and closed simultaneously. The study also shows that the use of earn-outs, representations and warranties insurance, and survival of warranties after closing differs from one transaction to another. The CMS European M&A Study 2026, based on 601 transactions in 2025, likewise records differing use of purchase-price adjustments, locked-box mechanisms, earn-outs, escrow, liability limitations, and arbitration. These data do not establish a pricing standard or a requirement for Indonesian transactions. Their value lies in one point: the SPA mechanism must reflect the structure, risks, sector, and bargaining position of the parties.<\/p>\n\n\n\n

Five issues in a Share Purchase Agreement in Indonesia<\/h2>\n\n\n\n

1. The shares and the seller\u2019s authority<\/h3>\n\n\n\n

The SPA must precisely identify the shares being sold, their class and number, their percentage of the issued and paid-up capital, the rights attached to them, and the person entitled to transfer them. A statement that the shares are transferred free from pledges, fiduciary security, attachment, options, third-party rights, or other restrictions should be supported by a review of the register of shareholders, special register, share certificates if issued, articles of association, shareholders\u2019 agreement, security documents, and corporate data.<\/p>\n\n\n\n

If there is more than one seller, the SPA should govern each seller\u2019s liability, allocation of the price, appointment of a sellers\u2019 representative, and whether their liability is several or joint and several. If the buyer uses a special purpose vehicle, the SPA should address the source of funds, shareholder or guarantor support, and the limits of that entity\u2019s liability.<\/p>\n\n\n\n

2. Price and payment mechanism<\/h3>\n\n\n\n

The transaction price cannot be adequately addressed by stating a single figure. The SPA should specify the currency, payment schedule, destination accounts, conditions for releasing funds, allocation among sellers, transaction costs, taxes, withholding obligations, and proof of payment forming part of the closing documents.<\/p>\n\n\n\n

The parties should select an appropriate pricing mechanism. Under a fixed-price or locked-box mechanism, the SPA must identify the locked-box date, reference accounts, prohibition on leakage, permitted leakage, and the remedy if value leaves the target before closing. Under completion accounts, the document should define cash, debt, working capital, accounting policies, the order of priority among accounting standards, the preparation timetable, objection rights, and an independent accountant to resolve calculation disputes. For an earn-out, the SPA should govern the performance metric, measurement period, accounting policies, the buyer\u2019s authority to operate the business during that period, restrictions on conduct that may distort the outcome, access to information, and dispute resolution.<\/p>\n\n\n\n

SPA documents published through the United States Securities and Exchange Commission\u2019s EDGAR system illustrate how working-capital adjustments, payment of debt and transaction expenses, the end date, closing deliverables, escrow or insurance, and claim limitations are placed within an interconnected mechanism. These practices may inform drafting, but they must be adapted to Indonesian law, the relevant tax structure, and local enforceability.<\/p>\n\n\n\n

3. Risk between signing and closing<\/h3>\n\n\n\n

Signing and closing may occur on the same day when all requirements have been satisfied. In a conditional transaction, the SPA should distinguish between the two. Signing creates contractual obligations. Closing occurs after the conditions precedent have been satisfied or validly waived, payment has been made, and the transfer documents have been delivered.<\/p>\n\n\n\n

Conditions precedent should result from the legal, financial, tax, and commercial review of the documents and transaction structure. They may include approvals from shareholders or other corporate organs, waivers of rights of first offer, regulatory or third-party consent, release of security over the shares, rectification of licences, resolution of compliance findings, consent to a change of control under a material contract, and the absence of any court or regulatory prohibition. Each condition should identify the responsible party, evidence of satisfaction, deadline, waiver rights, and the consequences of non-satisfaction.<\/p>\n\n\n\n

During the period between signing and closing, the seller is usually required to ensure that the target continues to operate in the ordinary course of business. The SPA should restrict new debt, dividends, changes in capital, disposals of material assets, amendments to key contracts, related-party transactions, changes in management remuneration, and other acts that may change the target\u2019s value. These restrictions must not give the buyer factual control before the transaction becomes effective. Exchanges of competitively sensitive information and pre-closing integration must also take competition law into account.<\/p>\n\n\n\n

4. Allocation of identified and unknown risks<\/h3>\n\n\n\n

Due diligence identifies risk. The SPA determines who bears its consequences. A finding that must be rectified before closing should generally become a condition precedent or covenant. A quantifiable risk may affect the price. A specific risk that remains with the seller may be addressed through an indemnity. Unknown risks are commonly allocated through representations and warranties.<\/p>\n\n\n\n

Seller warranties commonly cover authority and title to the shares, the target\u2019s corporate status, financial statements, undisclosed debt and liabilities, tax, licences and KBLI classifications, material contracts, employment, assets and land rights, intellectual property, data protection, litigation, environment, insurance, related-party transactions, anti-bribery, anti-money laundering, and trade sanctions where relevant. A general warranty of compliance with all laws does not replace sector-specific warranties designed around the target\u2019s business.<\/p>\n\n\n\n

The disclosure letter and disclosure schedules should describe exceptions to the warranties. The SPA should specify the standard for sufficient disclosure, which data-room documents are deemed disclosed, whether general disclosure is permitted, when the disclosure schedules may be updated, and the effect of the buyer\u2019s knowledge of an issue. Without these rules, broadly drafted warranties may generate a dispute over what information the buyer actually knew or received.<\/p>\n\n\n\n

An indemnity should identify the covered events, categories of loss, causation, claims procedure, control of third-party claims, mitigation obligations, treatment of insurance and tax, and prevention of double recovery. Liability limitations are commonly constructed through a de minimis threshold, basket, cap, survival period, exclusion of specified losses, and special treatment for title warranties, tax, fraud, or fundamental breaches. Escrow, holdback, a bank guarantee, or representations and warranties insurance may be considered as a source of recovery, but availability and cost must be examined for the particular transaction.<\/p>\n\n\n\n

5. Implementing the transfer and post-closing obligations<\/h3>\n\n\n\n

The closing checklist should show the sequence in which documents and funds are exchanged. Documents commonly considered include the deed of transfer of title or deed of Acquisition, resolutions of corporate organs, evidence of waivers from other shareholders, share certificates, releases of security, resignation letters from officeholders, releases of claims, changes to bank-account signatories, delivery of corporate books, and ancillary documents such as a transitional services agreement or shareholders\u2019 agreement.<\/p>\n\n\n\n

Article 56 of the Company Law requires a transfer of title to shares to be made by a deed of transfer. The deed or a copy must be delivered to the company. The Board of Directors must then record the transfer and notify the Minister of the change in shareholder composition no later than 30 days after the recording. Minister of Law Regulation No. 49 of 2025 treats a change in shareholder composition as a change in corporate data to be submitted electronically through the Legal Entity Administration System by a notary with the relevant supporting documents. If the transaction is an Acquisition that changes control, the procedure under Articles 125 to 128 of the Company Law must be incorporated into the transaction timetable.<\/p>\n\n\n\n

For a PT PMA, the buyer should ensure that the post-closing ownership composition complies with Presidential Regulation No. 10 of 2021, as amended by Presidential Regulation No. 49 of 2021, sectoral requirements, the applicable KBLI classification, and risk-based business licensing. Government Regulation No. 28 of 2025 has revoked Government Regulation No. 5 of 2021. Implementation through the OSS system is now addressed further by Minister of Investment and Downstream Industry\/Head of BKPM Regulation No. 5 of 2025. Updates to beneficial ownership data must also be assessed under Minister of Law Regulation No. 2 of 2025 and the applicable corporate documents.<\/p>\n\n\n\n

The KPPU notification requirement should be assessed before closing even though the notification is post-transaction. Under KPPU Regulation No. 3 of 2023<\/a>, a notification must be filed no later than 30 working days after the transaction becomes legally effective if all relevant elements are satisfied: the asset or sales threshold is exceeded, control changes, the transaction is not between affiliated business actors, and the business actors have assets or sales in Indonesia. The current general thresholds are assets exceeding IDR 2.5 trillion or sales exceeding IDR 5 trillion, while the special banking asset threshold is more than IDR 20 trillion. The calculation includes controlling and controlled business groups and uses only assets or sales in Indonesia as determined by the regulation.<\/p>\n\n\n\n

Twenty provisions to consider in an SPA<\/h2>\n\n\n\n

The following is a drafting checklist, not a mandatory structure. Some transactions require provisions to be combined or separated, while specially regulated sectors may require additional terms.<\/p>\n\n\n\n

    \n
  1. Parties, capacity, and authority.<\/li>\n\n\n\n
  2. Definitions and interpretation.<\/li>\n\n\n\n
  3. Sale shares.<\/li>\n\n\n\n
  4. Sale and purchase and the time when title passes.<\/li>\n\n\n\n
  5. Price and payment.<\/li>\n\n\n\n
  6. Price-determination mechanism.<\/li>\n\n\n\n
  7. Conditions precedent.<\/li>\n\n\n\n
  8. Long-stop date and waiver.<\/li>\n\n\n\n
  9. Interim covenants.<\/li>\n\n\n\n
  10. Representations and warranties of the seller and target.<\/li>\n\n\n\n
  11. Representations and warranties of the buyer.<\/li>\n\n\n\n
  12. Disclosure framework.<\/li>\n\n\n\n
  13. Indemnities and tax covenant.<\/li>\n\n\n\n
  14. Liability limitations.<\/li>\n\n\n\n
  15. Security for recovery.<\/li>\n\n\n\n
  16. Closing mechanics and deliverables.<\/li>\n\n\n\n
  17. Termination.<\/li>\n\n\n\n
  18. Post-closing covenants.<\/li>\n\n\n\n
  19. Confidentiality, announcements, and data.<\/li>\n\n\n\n
  20. Governing law, language, and dispute resolution.<\/li>\n<\/ol>\n\n\n\n

    Indonesian requirements that should not be overlooked<\/h2>\n\n\n\n

    First, the SPA must be consistent with the articles of association and any shareholders\u2019 agreement<\/a>. Rights of first offer, tag-along and drag-along rights, reserved matters, or creditor consent may alter the transaction route. Some of these rights may exist in a shareholders\u2019 agreement without automatically being reflected in the AHU data.<\/p>\n\n\n\n

    Second, if one of the parties is an Indonesian private institution or Indonesian citizen, Article 31 of Law No. 24 of 2009 and Article 26 of Presidential Regulation No. 63 of 2019 require the use of Indonesian. If a foreign party is involved, the agreement must also be written in that party\u2019s national language and\/or in English. The parties may determine the prevailing language in the event of a difference in interpretation. Supreme Court Circular Letter No. 3 of 2023 states that the absence of an Indonesian translation cannot be used as a ground for cancellation unless it is proven to result from bad faith. That formulation does not remove the requirement to use Indonesian. The prudent approach remains to execute coordinated Indonesian and foreign-language versions.<\/p>\n\n\n\n

    Third, the SPA should distinguish the governing law of the contract from mandatory law governing the company\u2019s status and the transfer of shares. A foreign governing-law clause does not displace the Company Law, notarial requirements, Ministerial notification, investment rules, licensing requirements, or KPPU obligations applicable to the target and transaction in Indonesia.<\/p>\n\n\n\n

    Fourth, the tax treatment should not be addressed merely by stating that each party bears its own taxes. The status of the seller and buyer, the location of the transaction, any applicable double-tax treaty, withholding obligations, capital gains, evidence of payment, gross-up, and pre-closing taxes should be reviewed by a tax adviser. Law No. 10 of 2020 also treats agreements, notarial deeds, and securities transaction documents as stamp-duty objects in accordance with its provisions.<\/p>\n\n\n\n

    Fifth, if the buyer acquires only part of the shares and the parties remain shareholders together after closing, the SPA does not replace a shareholders\u2019 agreement. Post-closing governance, reserved matters, the composition of the Board of Directors and Board of Commissioners, funding, dividends, deadlock, transfer restrictions, tag-along and drag-along rights, and exit mechanisms should be addressed in a shareholders\u2019 agreement and aligned with the articles of association.<\/p>\n\n\n\n

    Common mistakes that turn risk into disputes<\/h2>\n\n\n\n

    The first mistake is using a long list of warranties without a clear disclosure schedule. The buyer believes it has obtained protection, while the seller believes all information in the data room has already been disclosed. The SPA should define the relationship between due diligence, disclosure, warranties, and indemnities.<\/p>\n\n\n\n

    The second mistake is using a price adjustment without accounting definitions. Debt, cash, working capital, transaction expenses, and leakage must be defined so that different persons can calculate them with the same result or resolve any difference through expert determination.<\/p>\n\n\n\n

    The third mistake is placing all approvals among post-closing obligations. If an approval determines whether the transaction is valid or capable of implementation, affects a licence, or gives a third party a right to terminate a material contract, it should be considered as a condition precedent.<\/p>\n\n\n\n

    The fourth mistake is listing closing documents without governing their sequence or the consequences if one is missing. The SPA should determine whether closing actions occur simultaneously, when funds may be released, and what happens if a deliverable is unavailable.<\/p>\n\n\n\n

    The fifth mistake is importing common-law clauses without testing their effect under Indonesian law. Terms such as best efforts, consequential loss, material adverse effect, sandbagging, specific performance, and sole remedy require definitions and mechanisms that can be applied by the chosen dispute-resolution forum.<\/p>\n\n\n\n

    Conclusion<\/h2>\n\n\n\n

    An effective SPA must answer four questions: what is being purchased, how the price is determined and paid, who bears each risk, and what steps make the transfer legally effective and capable of implementation. The answer does not end with a single agreement. The SPA must be read together with the articles of association, shareholders\u2019 agreement, transaction-review findings, transfer deed, closing documents, regulatory approvals, and post-closing obligations.<\/p>\n\n\n\n

    The twenty provisions above are a starting point for drafting. The final scope must reflect any change of control, PT PMA status, business sector, group structure, funding source, transaction-review findings, tax position, and post-closing governance plan.<\/p>\n\n\n\n

    <\/div><\/div>\n\n\n\n


    <\/p>\n\n\n\n

    Prasetyo Law Office<\/h2>\n\n\n\n

    Prasetyo Law Office is a Jakarta-based law firm providing integrated legal services to clients across a range of areas, from commercial transactions to cross-sector litigation. With years of experience, we combine command of the applicable regulations with an understanding of industry dynamics and our clients\u2019 business character. We provide comprehensive legal advice and strategic solutions to help clients minimise legal risk across every business challenge.<\/p>\n\n\n\n

    Should you require further information on this issue, please contact us:
    Prasetyo Law Office
    Indonesia Stock Exchange Building, Tower 1 Level 3 Suite 304,
    Sudirman Central Business District (SCBD), Jl. Jenderal Sudirman Kav. 52-53, Jakarta Selatan, DKI Jakarta, 12190
    Phone: +6221 5890 5002 (ext. 105)
    E-mail: info@prasetyolawoffice.com
    Website: https:\/\/prasetyolawoffice.com<\/p>\n\n\n\n

    Principal sources<\/h2>\n\n\n\n

    Law No. 40 of 2007 on Limited Liability Companies, as most recently amended by Law No. 6 of 2023, particularly Articles 55 to 62 and Articles 125 to 128; Minister of Law Regulation No. 49 of 2025 on the Requirements and Procedures for the Establishment, Amendment, and Dissolution of Limited Liability Companies; Presidential Regulation No. 10 of 2021 on Investment Business Fields, as amended by Presidential Regulation No. 49 of 2021; Government Regulation No. 28 of 2025 on Risk-Based Business Licensing; Minister of Investment and Downstream Industry\/Head of BKPM Regulation No. 5 of 2025; Minister of Law Regulation No. 2 of 2025 on Verification and Supervision of Corporate Beneficial Owners; KPPU Regulation No. 3 of 2023 on the Assessment of Mergers, Consolidations, or Acquisitions of Shares and\/or Assets that May Result in Monopolistic Practices and\/or Unfair Business Competition; Law No. 24 of 2009 on the Flag, Language, State Emblem, and National Anthem; Presidential Regulation No. 63 of 2019 on the Use of Indonesian; Supreme Court Circular Letter No. 3 of 2023; and Law No. 10 of 2020 on Stamp Duty.<\/p>\n\n\n\n

    Practice references<\/h2>\n\n\n\n

    American Bar Association, 2025 Private Target Mergers and Acquisitions Deal Points Study; CMS, European M&A Study 2026; and SSEK, Frequent Questions Relating to M&A Transactions and Corporate Matters in Indonesia, May 2025. These references are used as comparative transactional drafting materials and are not sources of Indonesian law.<\/p>\n\n\n\n

    Disclaimer<\/h2>\n\n\n\n

    This publication is provided for general information and educational purposes based on laws and materials available as of 8 September 2026. It does not constitute legal advice or a formal legal opinion and should not be used as the sole basis for any particular transaction, filing, licensing matter, dispute, or investment decision. Indonesian regulations, Legal Entity Administration System and OSS System functionality, regulatory policies, and administrative practices may change. Advice tailored to the facts and verification of current requirements should be obtained before taking action. Receipt or use of this publication does not create a lawyer-client relationship.<\/p>","protected":false},"excerpt":{"rendered":"

    A practical guide to Share Purchase Agreements for transfers of shares in Indonesian private companies and PT PMA, covering price, conditions precedent, risk allocation, closing, KPPU, AHU, OSS, and post-closing 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