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A Business Acquisition Agreement spells out all the terms and conditions when one company buys another in Indonesia. This legal contract covers everything from the purchase price and payment methods to the transfer of assets, shares, and business operations. It follows key requirements under Indonesia's Company Law (No. 40/2007) and Investment regulations.

Beyond just setting the price, these agreements protect both buyers and sellers by clearly stating what's included in the sale, any conditions that must be met first, and how to handle potential disputes. They typically include details about employees, existing contracts, intellectual property rights, and any specific permits or licenses needed under Indonesian business regulations.

Use a Business Acquisition Agreement anytime your company plans to buy another business in Indonesia, especially before starting detailed negotiations. This critical document becomes essential when you've identified a target company and need to outline the specifics of the purchase, from basic terms to complex regulatory requirements.

The agreement becomes particularly important for transactions involving regulated industries, foreign investment, or deals exceeding IDR 50 billion. It helps navigate Indonesia's mandatory merger notification rules under KPPU regulations and ensures compliance with the Investment Law. Having this agreement in place early protects both parties and smooths the path through required government approvals.

• Company Acquisition Agreement: The most comprehensive version for full business purchases, covering all assets, liabilities, and operational transfers under Indonesian Company Law
• Company Merger Contract: Specifically designed for combining two companies into one entity, with detailed provisions for shareholder rights and corporate integration
• Letter Of Intent Merger: A preliminary agreement outlining the basic terms and conditions before drafting the full acquisition agreement, commonly used in Indonesian business negotiations

• Acquiring Companies: Usually larger Indonesian corporations or foreign investors looking to expand through business purchases, responsible for due diligence and securing financing
• Target Companies: The businesses being acquired, including their shareholders and board of directors who must approve the sale under Indonesian Company Law
• Legal Counsel: Indonesian corporate lawyers who draft and review the Business Acquisition Agreement, ensuring compliance with KPPU regulations
• Investment Banks: Financial advisors who structure deals and determine fair valuations
• Regulatory Bodies: Including OJK and BKPM, who must approve certain acquisitions based on industry and transaction size

• Company Details: Gather complete legal names, registration numbers, and addresses of both companies involved in the acquisition
• Asset Information: List all properties, equipment, intellectual property, and contracts being transferred
• Financial Data: Compile detailed valuations, purchase price, payment terms, and any contingent considerations
• Regulatory Requirements: Check BKPM investment rules and KPPU merger notification thresholds that apply to your transaction
• Due Diligence: Review permits, licenses, employee contracts, and outstanding liabilities before finalizing agreement terms
• Document Generation: Use our platform to create a legally-sound Business Acquisition Agreement that meets Indonesian legal requirements

• Identification Details: Full legal names, addresses, and registration numbers of all parties under Indonesian Company Law
• Transaction Structure: Clear description of assets, shares, or business units being transferred
• Purchase Terms: Detailed price, payment method, and timing of transfers in Indonesian Rupiah
• Representations & Warranties: Statements about company status, assets, and liabilities as required by OJK regulations
• Regulatory Compliance: References to KPPU merger notification requirements and foreign investment restrictions
• Governing Law: Explicit statement choosing Indonesian law and jurisdiction for dispute resolution
• Closing Conditions: Specific requirements for deal completion, including necessary government approvals

A Business Acquisition Agreement differs significantly from an Asset Purchase Agreement in Indonesian business law. While both involve business transactions, their scope and implications vary considerably in the Indonesian legal framework.

• Scope of Transfer: Business Acquisition Agreements cover the entire company transfer, including shares, operations, employees, and liabilities, while Asset Purchase Agreements focus only on specific assets or properties
• Regulatory Requirements: Business acquisitions often trigger KPPU merger notifications and OJK approvals, whereas asset purchases may avoid these requirements unless they meet certain thresholds
• Employee Rights: Business acquisitions automatically transfer employment relationships under Indonesian labor law, while asset purchases don't necessarily include workforce transitions
• Tax Implications: Business acquisitions face different tax treatment under Indonesian tax laws compared to asset purchases, particularly regarding VAT and capital gains considerations