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A Tolling Agreement lets two parties pause the legal time limit for filing a lawsuit, giving them more time to resolve disputes without rushing to court. In Indonesia, these agreements are particularly useful when navigating complex commercial disputes under Law No. 40 of 2007 on Limited Liability Companies.

Companies often use Tolling Agreements to conduct thorough investigations, gather evidence, or negotiate settlements while preserving their right to sue later. This practical tool helps Indonesian businesses avoid premature litigation, especially in cases involving contractual disputes, shareholder conflicts, or manufacturing agreements where the standard statute of limitations might expire during ongoing negotiations.

Consider a Tolling Agreement when your company needs more time to resolve a dispute but faces a looming legal deadline. This is especially relevant under Indonesian law when investigating complex commercial claims, dealing with multiple parties across provinces, or handling intricate shareholder disputes that require careful documentation.

The agreement proves particularly valuable during manufacturing disputes where technical investigations take time, or when negotiating with state-owned enterprises where approval processes are lengthy. It's also useful when dealing with international partners under Indonesian jurisdiction, giving all parties breathing room to gather evidence and explore settlement options without sacrificing legal rights.

• Basic Time Extension: Most common form that simply extends the statute of limitations, typically used in straightforward commercial disputes under Indonesian civil law
• Conditional Investigation: Includes specific terms about sharing evidence and conducting due diligence during the tolling period, popular in manufacturing disputes
• Multi-Party Agreement: Adapted for complex cases involving several Indonesian entities, with detailed provisions for each party's rights
• Limited Scope: Restricts the tolling to specific claims or issues while preserving time limits on others, common in shareholder disputes

• Corporate Legal Teams: Draft and negotiate Tolling Agreements to protect their company's interests while exploring settlement options
• Indonesian Business Owners: Sign these agreements when facing potential disputes with suppliers, partners, or customers
• External Law Firms: Advise on agreement terms and ensure compliance with Indonesian civil law requirements
• Commercial Directors: Coordinate with legal teams to identify dispute resolution timelines and negotiation strategies
• State-Owned Enterprises: Use these agreements when resolving complex disputes requiring government approval processes

• Identify Time Limits: Calculate the relevant statute of limitations under Indonesian law and determine needed extension period
• Party Details: Gather complete legal names, addresses, and authorized signatories of all involved parties
• Dispute Scope: Clearly define which claims or issues the agreement will cover
• Extension Terms: Specify exact dates for the tolling period, including start and end dates
• Documentation: Collect relevant correspondence, contracts, and evidence related to the potential dispute
• Language Requirements: Ensure agreement is drafted in Indonesian and English if involving international parties

• Party Identification: Full legal names, addresses, and registration numbers of all involved entities
• Time Extension: Precise start and end dates of the tolling period with clear calculation methods
• Dispute Description: Specific claims or issues covered by the agreement, with reference to underlying facts
• Governing Law: Express statement of Indonesian law application and jurisdiction
• Rights Preservation: Clear language preserving all legal rights during the tolling period
• Signature Requirements: Proper execution blocks with corporate seal requirements per Indonesian law
• Language Compliance: Dual language provisions if involving international parties

A Tolling Agreement differs significantly from an Arbitration Agreement in Indonesian legal practice. While both documents help manage dispute resolution, they serve distinct purposes and operate differently under Indonesian law.

• Timing and Purpose: Tolling Agreements pause the statute of limitations to allow time for investigation and negotiation, while an Arbitration Agreement establishes the method of dispute resolution upfront
• Legal Effect: Tolling Agreements preserve legal rights temporarily without changing the dispute resolution forum, whereas Arbitration Agreement permanently moves disputes outside traditional courts
• Implementation Stage: Tolling Agreements are typically executed when a dispute arises or is imminent, while Arbitration Agreements are usually signed at the start of a business relationship
• Flexibility: Tolling Agreements can be terminated with parties returning to standard legal channels, but Arbitration Agreements generally bind parties permanently to arbitration