SSEK Law Firm senior partner Ira A. Eddymurthy, senior associate Bima Danubrata Adhijoso and associate Agung Kurniawan Sihombing provide the latest legal information for Indonesia on acquiring a company, antitrust regulations, restrictions on foreign investments, stakebuilding, negotiation, mandatory offer thresholds, conditions for a takeover offer, squeeze-out mechanisms, disclosure, duties of directors, defensive measures and shareholder activism, in the Chambers and Partners 2024 global practice guide to corporate M&A.
In Indonesia, acquisitions are categorized into two main types: asset acquisitions and share acquisitions.
Share Acquisitions
Share acquisitions can occur either directly, by purchasing shares from existing shareholders, or indirectly, through the company's board of directors (BOD) issuing new shares. This is regulated under Law No 40 of 2007 regarding Limited Liability Companies, as last amended by the Job Creation Law (the Company Law).
Asset Acquisitions
Asset acquisitions are increasingly popular, especially for individuals or entities looking to acquire specific business units. This method involves a more varied process, depending on the type of asset being transferred, as each asset class is governed by different legal requirements. For tangible assets, the process typically involves signing a sale and purchase agreement or a transfer agreement, followed by the physical handover of the assets. Intangible assets require the execution of a deed of assignment to transfer ownership. Meanwhile, the acquisition of land and buildings necessitates the signing of a deed of transfer in the presence of a land deed officer and subsequent registration of the deed in the Land Registry.
Sale and Purchase Agreements
These transactions are generally formalized through a sale and purchase agreement executed by the parties involved, whether they are acquiring or disposing of the company or its assets.
Excerpted from the Corporate M&A 2024 Chambers Global Practice Guide, published by Chambers and Partners.
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