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A Business Purchase Agreement spells out the terms and conditions when someone buys an existing business in Indonesia. This legally binding contract details everything from the purchase price and payment terms to the transfer of assets, licenses, and permits under Indonesian commercial law.

The agreement protects both buyer and seller by clearly stating what's included in the sale, any ongoing obligations, and important conditions that must be met before closing. Under Indonesia's Civil Code, it must cover key elements like inventory transfers, employee arrangements, and any restrictions on the seller's future business activities. Most Indonesian business owners work with a notary to ensure the agreement complies with local regulations.

Use a Business Purchase Agreement anytime you're buying or selling an established business in Indonesia. This critical document becomes necessary when negotiating the sale of any company—from small retail shops to large manufacturing facilities. The agreement helps prevent costly disputes by documenting exactly what's being sold, from physical assets to intellectual property.

It's especially important when dealing with regulated industries, transferring licenses, or handling employee transitions under Indonesian labor law. Having this agreement in place before any money changes hands protects both parties and makes the transfer process smoother. Indonesian law requires notarization of these agreements for most significant business sales.

• Business Purchase Contract: Standard agreement for buying an entire business, covering assets, inventory, and operational transfer
• Business Share Purchase Agreement: Focuses on transferring company ownership through stock purchases while the business entity remains intact
• Commercial Lease With Option To Purchase: Combines rental terms with a future purchase option, common in Indonesian retail transitions
• Commercial Purchase Contract: Specialized for larger commercial enterprises, with detailed provisions for complex asset transfers

• Business Owners/Sellers: Must accurately disclose business details and existing obligations in the Business Purchase Agreement, often working with valuators to set fair prices
• Buyers/Investors: Review and negotiate terms, conduct due diligence, and ensure compliance with Indonesian investment regulations
• Corporate Lawyers: Draft and review agreements, ensure legal compliance, and protect client interests under Indonesian business law
• Notaries: Required by Indonesian law to authenticate the agreement and witness signatures for legal validity
• Business Brokers: Help negotiate terms between parties and ensure all required documentation is complete

• Business Details: Gather complete financial statements, asset lists, licenses, and existing contracts that will transfer with the sale
• Purchase Terms: Define exact purchase price, payment structure, and any earn-out conditions aligned with Indonesian banking regulations
• Due Diligence: Document all business liabilities, pending legal issues, and tax obligations under Indonesian law
• Asset Inventory: Create detailed lists of physical assets, intellectual property, and customer contracts included in the sale
• Legal Requirements: Confirm necessary permits, gather corporate documents, and prepare for mandatory notarization under Indonesian business law

• Party Information: Complete legal names, addresses, and registration numbers of buyer and seller under Indonesian law
• Purchase Details: Clear description of assets, price, payment terms, and transfer timeline
• Asset List: Comprehensive inventory of physical assets, intellectual property, and contracts being transferred
• Representations & Warranties: Seller's guarantees about business condition, debts, and legal compliance
• Transfer Provisions: Specific steps for handover of licenses, permits, and operational control
• Governing Law: Explicit statement of Indonesian jurisdiction and dispute resolution procedures
• Notarization Section: Space for mandatory notary authentication under Indonesian Civil Code

A Business Purchase Agreement differs significantly from a Business Acquisition Agreement in several key aspects under Indonesian law. While both deal with business transfers, understanding their distinct purposes helps choose the right document for your situation.

• Scope and Coverage: Business Purchase Agreements typically focus on smaller, straightforward transactions involving complete business transfers, while Business Acquisition Agreements handle more complex corporate restructuring and partial acquisitions
• Legal Structure: Purchase agreements emphasize direct asset transfers and operational handover, while acquisition agreements often involve stock transfers and corporate governance changes
• Due Diligence Requirements: Acquisition agreements demand more extensive due diligence and usually include detailed representations about corporate structure and compliance
• Post-Transaction Obligations: Business Acquisition Agreements often include more complex transition services and ongoing obligations between parties, unlike the cleaner break in purchase agreements