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Surabaya · East Java · Indonesia
Merger & Acquisition Lawyer Surabaya — Transaction Legal Counsel
Integra Law Office handles mergers, acquisitions, and corporate restructurings in Surabaya — from due diligence and deal structuring through to regulatory filings and post-closing integration. We represent buyers, sellers, and investors across East Java.
M&A legal services in East Java.
Surabaya's economy — driven by manufacturing, trading, and services — generates steady M&A activity. Companies acquire competitors, investors buy into established businesses, and foreign investors enter the market through share purchases or asset deals. Every transaction requires careful legal structuring.
Indonesian M&A is regulated primarily by the Company Law (UU 40/2007) and Government Regulation 57/2010 on Merger and Consolidation. Cross-border transactions may trigger KPPU (competition authority) notification, BKPM approval, and tax considerations. Missing any of these can invalidate the transaction or create post-closing liabilities.
We handle M&A transactions across East Java — from mid-market acquisitions to cross-border investments. Our approach combines legal precision with commercial understanding, ensuring deals close on time with risks properly allocated.
When you need an M&A lawyer.
Acquiring a company or business unit and needing due diligence, SPA drafting, and transaction management.
Selling your company and needing to prepare for sale — vendor due diligence, SPA negotiation, and closing.
Structuring a merger, consolidation, or spin-off under Indonesian corporate law.
Investing in an Indonesian company and needing shareholder agreements, share purchase documentation, and regulatory approvals.
Requiring KPPU notification or approval for a transaction that may trigger competition thresholds.
Needing post-closing support — integration, regulatory filings, and dispute resolution.
M&A regulatory framework.
The Company Law (UU 40/2007) governs mergers, consolidations, acquisitions, and spin-offs. Key requirements include: creditor and employee notification, GMS approval with specific quorum and voting thresholds, and AHU registration of the merger deed.
PP 57/2010 requires post-merger notification to KPPU if the combined asset or turnover thresholds are met. Foreign ownership in the merged entity must comply with the Positive Investment List (Perpres 10/2021). Tax implications — including income tax on asset transfers and VAT considerations — must be structured carefully.
Legal References
How Integra handles M&A transactions.
We take a structured approach to M&A: scoping, due diligence, deal structuring, documentation, negotiation, and closing. Each phase has defined deliverables and timelines. We maintain deal momentum while ensuring nothing is overlooked.
Our due diligence is thorough — we identify issues that affect valuation and deal structure, not just legal compliance. We present findings in clear, actionable reports that help clients make informed decisions.
M&A Legal Services
Share & Asset Purchase
SPA drafting, negotiation, and closing — share deals, asset deals, and hybrid structures.
Merger & Consolidation
End-to-end merger process — planning, GMS, creditor notification, AHU registration, and tax structuring.
Competition Law
KPPU notification, competition analysis, and regulatory compliance for M&A transactions.
Post-Closing Support
Integration legal support, regulatory filings, transfer of permits, and post-closing dispute resolution.
Frequently Asked Questions
What is the difference between a share deal and an asset deal?
In a share deal, the buyer acquires the target company's shares — taking on all assets and liabilities (including unknown ones). In an asset deal, the buyer acquires specific assets and can cherry-pick liabilities. Share deals are simpler but riskier; asset deals are more complex but provide better liability protection.
How long does an M&A transaction take in Indonesia?
Typical mid-market M&A transactions take 3-6 months from LOI to closing. Complex cross-border deals may take longer due to regulatory approvals. Due diligence alone typically requires 2-4 weeks.
Is KPPU approval required for all mergers?
No. KPPU notification is required only if the combined assets or turnover exceed the thresholds in PP 57/2010. Many mid-market transactions fall below these thresholds. However, all mergers must comply with notification requirements within 30 days of effectiveness.
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Request a private consultation.
Describe your M&A transaction. A senior partner will respond within one business day.
Last reviewed: · by Budiarmanto Setyo Hutomo, S.H., M.H.