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When shares change hands in an Indonesian company, you must formally notify the company's management through a Notice of Transfer of Shares. This document is a legal requirement under Indonesian corporate law and serves as the official communication to update shareholder records and comply with regulatory obligations.

When do you need this document?

You need a Notice of Transfer of Shares whenever ownership of company shares is being transferred from one party to another. This includes sales of shares to new investors, transfers between family members, inheritance situations, or when shares are being gifted. The notice is required for both private limited companies (PT) and publicly listed companies, though publicly listed companies may have additional notification requirements under OJK regulations. If you're involved in a merger, acquisition, or corporate restructuring that involves share transfers, this notice is essential. Foreign investors acquiring shares in Indonesian companies must also submit this notice as part of compliance with Indonesia's foreign investment laws.

Key legal considerations

The notice must contain specific mandatory information including the transferor's complete details, transferee's full information, exact number and class of shares being transferred, and the transfer date. You must ensure the transferor has legal authority to transfer the shares and that no restrictions exist in the company's articles of association. The document should reference any board resolutions approving the transfer and include details of any consideration paid. For foreign investment transactions, you need to verify compliance with Indonesia's negative investment list and foreign ownership restrictions. Tax implications must be considered, as share transfers may trigger capital gains tax obligations that should be documented. The timing of the notice is crucial - it typically must be submitted before or immediately after the share transfer to ensure proper recording in the company's share register.

Legal requirements in Indonesia

Under Law No. 40 of 2007 on Limited Liability Companies, Indonesian companies must maintain accurate shareholder registers, making this notice legally mandatory for any share transfer. The document must comply with Government Regulation No. 29 of 2016 regarding changes in capital structure and shareholding procedures. If foreign parties are involved, compliance with Law No. 25 of 2007 on Investment is required, including adherence to sectoral ownership limits. The notice must be submitted to the Ministry of Law and Human Rights as part of the corporate notification requirements under MOLHR Regulation No. 4 of 2014. For publicly listed companies, additional compliance with OJK Regulation No. 42/POJK.04/2020 may be necessary if the transaction constitutes an affiliated transaction or material corporate action. The document should be prepared in Indonesian language and may require notarization depending on the company's articles of association and the nature of the transfer.