Surabaya · East Java · Indonesia

Factory Acquisition Surabaya — Industrial Plant M&A & Asset Purchase

Buying a manufacturing site is not only a purchase-price exercise. The buyer must determine whether it is acquiring shares or selected assets, and examine land rights, permits, environmental obligations, employees, equipment and liabilities before signing an unconditional commitment.

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Investment and M&A advisory in East Java.

A factory acquisition in Surabaya or nearby industrial areas can combine corporate, land, environmental, industrial and employment issues. A share purchase leaves the target company in place, together with its contractual history and liabilities; an asset purchase can select assets but requires separate analysis of title, transfer mechanics, contracts, permits and operational continuity. Deal form affects what must be verified and who bears legacy exposure.

Begin diligence with corporate approvals, land certificates and encumbrance searches, site plans, key customer and supplier contracts, equipment ownership, tax records, employee data, and environmental and industrial approvals. Site visits and technical reports matter: an operating permit or environmental document may not answer whether present production, capacity, waste handling or planned expansion matches its conditions.

When you need this service.

The seller offers a plant through a share sale but has incomplete corporate or land records.
The buyer wants only production lines, inventory or a specific site rather than the whole company.
A lender’s security, land-use restriction or third-party right appears in title or contract records.
Environmental approvals, monitoring reports or remediation history do not match current operations.
A transaction plan changes production, site use, headcount or the legal entity running the facility.

Investment law framework in Indonesia.

A share transfer in an Indonesian limited liability company is governed by the company law framework, including UU 40/2007 as amended. The company’s articles may require a right of first offer, approval by an organ of the company or consent from a competent authority; required corporate resolutions and AHU filings should be confirmed for the particular target. Asset transfers instead require analysis of the title and transfer process for each asset, and cannot be treated as a single universal permit assignment.

Environmental approvals and business licences are activity- and site-dependent. Counsel should compare the environmental approval and management documents with current operations, then identify whether a change of control, ownership, activity or project requires notification, amendment or a fresh administrative step under current rules. Employee transfers and post-acquisition changes also require review under applicable employment law. Do not assume an AMDAL or licence automatically follows every transaction unchanged.

Legal References

How we advise investors.

We create a diligence list around the proposed deal perimeter, request a controlled data room and classify findings by title, regulatory status, financial exposure and closing dependency. For a plant, the review links permit documents to the physical site and process, and records missing evidence as an unresolved point rather than treating silence as confirmation.

We then help compare share and asset structures, prepare conditions precedent and disclosure schedules, draft the sale agreement and coordinate corporate, land and regulatory workstreams. Closing checklists identify required approvals, payment mechanics, transfer documents and post-closing filings; technical consultants address engineering, environmental sampling and valuation where needed.

Our Services

Industrial legal due diligence

Review corporate, land, contract, licensing, environmental and employment records against the proposed factory deal.

Share or asset deal structuring

Compare transfer scope, consent needs, liability allocation and continuity questions for each structure.

Sale agreement and closing

Draft or negotiate the transaction agreement, disclosure schedules, conditions and closing deliverables.

Permit and employee transition review

Identify agency steps and workforce issues arising from the proposed ownership or operational changes.

Frequently Asked Questions

Should we buy the factory company’s shares or only its assets?

A share deal keeps the target entity and its contracts in place but also leaves its historical liabilities within that entity. An asset deal can define selected items, yet title, contracts, employees, licences and tax treatment need separate transfer analysis. The preferred structure depends on diligence findings and the parties’ commercial objectives.

Can the factory’s environmental approval simply be transferred?

Do not assume so. The answer depends on the approval, project, operator and nature of the post-closing change under rules in force at filing. Review the underlying environmental documents and ask the competent authority or qualified environmental adviser to confirm any notification, amendment or new assessment requirement.

Which factory records should a buyer request first?

Request corporate and ownership records, land certificates and encumbrance information, NIB and relevant licences, environmental approvals and monitoring, equipment registers, material contracts, tax and employment records. Include inspection findings, claims, insurance and any correspondence with regulators or lenders.

What if diligence uncovers an unlicensed operation or land issue?

Record the issue, obtain source evidence and assess whether it affects valuation, legality, closing or post-closing operations. Possible responses include further investigation, a condition, specific seller disclosure, remediation covenant or a change in deal scope; counsel cannot assume a regulator will accept a proposed cure.

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