Surabaya · East Java · Indonesia

Divestiture Lawyer Surabaya — Share & Asset Divestment, Exit Structuring

A planned sale from Surabaya calls for seller-side preparation before a buyer’s diligence sets the agenda. Choosing between a share sale and asset sale, addressing disclosure gaps and negotiating liability limits can shape both closing certainty and post-sale exposure.

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Investment and M&A advisory in East Java.

Owners may sell an entire company, a controlling or minority stake, a business division or selected operating assets. A share sale transfers ownership of the company while leaving its contracts and liabilities with it; an asset sale defines particular assets but may require separate consent, title transfer, employee and licence analysis. The seller should define exactly what is included, excluded and needed for continued operations before approaching bidders.

Preparation commonly includes an ownership and authority check, contract and permit inventory, reconciliation of corporate records, review of disputes and tax exposures, and an organized data room. A candid sell-side review can uncover missing approvals or inconsistent records early. It does not erase the issue; it lets the seller decide whether to resolve it, disclose it accurately or reflect it in the deal terms.

When you need this service.

Shareholders want to sell all or part of a Surabaya operating company.
A group plans to dispose of a non-core division while retaining the legal entity.
A buyer’s term sheet contains broad warranties, indemnities, escrow or exclusivity language.
Ownership, licensing, customer consent or employee records are incomplete before buyer diligence.
The sale may change control, business activity or a regulated licence and needs a closing plan.

Investment law framework in Indonesia.

Share transfers in an Indonesian limited liability company are subject to UU 40/2007, the company’s articles and any applicable sectoral rules. The articles may set transfer procedures or approval requirements, and corporate resolutions and AHU updates should be checked for the specific company. A transaction may also require competition-law assessment; whether a KPPU notification is required depends on applicable rules and facts, which should be tested independently rather than assumed from the parties’ description.

For an asset sale, each asset’s ownership, security, consent and transfer process must be reviewed. Land rights and sector licences may have distinct rules; employee arrangements, contracts and environmental documents may also need action if the operating party or activity changes. The sale agreement should distinguish seller knowledge, disclosed matters, post-closing cooperation and responsibility for pre- and post-closing obligations.

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How we advise investors.

We first define the proposed perimeter, seller decision-makers and likely buyer process. We review corporate, contract, dispute, licensing and ownership records, prepare a data-room index and identify issues requiring a cure, disclosure or commercial allocation. Sensitive information can be staged and access controlled through an agreed process.

We then support term-sheet and definitive-agreement negotiations, focusing on price adjustments, conditions, warranties, indemnity scope, caps, survival, escrow and termination. Closing work tracks approvals, consents, transfer documents, funds flow and corporate filings; after signing, a responsibility matrix helps the seller meet agreed transition obligations without accepting open-ended commitments.

Our Services

Sell-side readiness review

Identify record gaps and material legal issues before buyer diligence begins.

Data room and disclosure support

Organize transaction evidence and coordinate accurate disclosure schedules.

SPA or asset sale negotiation

Draft and negotiate scope, price mechanics, warranties, indemnities and closing conditions.

Closing and transition planning

Track required consents, transfers, filings and any agreed transitional assistance.

Frequently Asked Questions

How should we choose between a share sale and asset sale?

A share sale transfers ownership of the company and leaves its liabilities in the entity; an asset sale transfers selected items but may require separate title, contract, licence and workforce steps. Tax, consent, operational continuity and diligence findings can change the comparison, so assess the actual perimeter rather than choosing by label.

What documents should a seller prepare before inviting bids?

Prepare current corporate and ownership records, material contracts, licences, land and asset records, employee information, financial and tax documents, claims and regulatory correspondence. Reconcile inconsistencies and maintain a clear disclosure trail; the final request list depends on the business and proposed transaction.

Can buyers require the seller to cover every future claim?

Liability allocation is negotiated and depends on the claim type, disclosure, knowledge standard, cap, time limit, exclusions and available security. A seller should review warranties and indemnities line by line and avoid signing language whose scope or duration is not understood.

Does a sale automatically require KPPU notification?

No blanket conclusion is safe. Competition review depends on the transaction, parties, control change and current filing criteria. Counsel should perform a separate threshold and timing analysis and document who will prepare any required notification.

Request a consultation.

Describe your legal needs. A senior partner will respond within one business day.

info@integralaw.id

Jl. Juwono No.7-8, Darmo, Kec. Wonokromo, Surabaya