logo
logo
Sign in

Merger in Indonesia: A General Overview

avatar
inhousecommunity
Merger in Indonesia: A General Overview

Yuliana Pertiwi Siagian and Gesiu Nicholas Manurung from NP Consultant, Indonesia list out an overview of Merger in Indonesia.

  1. The provisions on merger are regulated under Law 40 of 2007 on Limited Liability Company as lastly amended by Law Number 11 of 2020 on the Job Creation (the “Company Law”). 
  2. The Company Law defines merger as legal action carried out by one or more company (ies) to merge itself with other existing company which results the assets and liabilities of the merging companies to be assigned by law to the company which accepts the merger and subsequently the legal entity status of the merging company is terminated by law.
  3. In addition, the Company Law further stipulates that after merger the following events will occur at the Effective Date of merger:
  4. the assets and liabilities of the merging companies shall be transferred by operation of law to the company which accepts the merger; 
  5. the shareholders of the merging companies by operation of law shall become the shareholders of the company which accepts the merger; and
  6. the merging companies shall be terminated by operation of law without any liquidation.

4. The merger must take into account the interests of:

  1. the Company, minority shareholders, employees of the Company; 
  2. creditors and other business partners of the Company; and
  3. society and healthy competition in carrying out business.

A. PROCEDURES OF MERGER IN INDONESIA

Merger plan

5. Under the Company Law, the board of directors (the “BOD”) of the merging companies and the company which accepts the merger (the “Companies”) shall jointly draw up and prepare the merger plan, which at least shall contain:

collect
0
avatar
inhousecommunity
guide
Zupyak is the world’s largest content marketing community, with over 400 000 members and 3 million articles. Explore and get your content discovered.
Read more