Audit addendum: transfer of a lease and protection against prior rights

Date: 2026-08-13 · supplements land rights audit.md · occasion: the Articles were received — Anggaran Dasar / Articles of Association PT. Cyber Valley Estate, bilingual ID-EN, 12 August 2026, Akta Pendirian No. 01 of 04-01-2022, PKR No. 13 of 14-04-2025, PKR No. 02 of 01-07-2025

Part I — answers to the two questions raised

Question 1: can a person sell and transfer his lease

Half of it exists. §2.5 of the draft grants a right of assignment through an akta cessie / akta pengalihan hak sewa on written notice, with the acquirer acceding to the Design Code and Community Rules, and with no residency test. The direction is right.

What §2.5 lacks, and without which no secondary market will work:

Question 2: protection where the land was encumbered, let, or burdened with obligations

Practically none. There is a representation in §9: "valid title, no encumbrances beyond those disclosed, zoning permits the intended use, KKPR status disclosed". After that, nothing.

Three holes, each of which on its own destroys the buyer's peace of mind:

1. An indemnity in favour of the Holder does not exist. The only indemnity article — §5A.8 — runs the other way: the Holder indemnifies the landowner. There is no reciprocal article anywhere in the document. A representation without an indemnity is a sentence from which no money follows.

2. ✅ Resolved. Anggaran Dasar Pasal 12(3) now prohibits the Company from pledging or encumbering its property, including land, by the nature of its constitution — not merely with consent of the Dewan Komisaris and the RUPS as an earlier draft had it. hak-sewa-deed 15.2 and land-rights-agreement 9B.3 sit on top of that as the Holder's own contractual backstop.

3. There is no security for the return of money. §10 mentions a "refund formula" on loss of the master title as an unresolved item, but a promise to return a prepayment is worth exactly as much as the Company has to pay it with. No escrow, no bank guarantee, no shareholder guarantee.

Plus smaller but material gaps: no warranty that the plot has not been previously let or promised under a PPJB; no warranties as to the absence of attachment (sita), disputes, or adat, subak and desa claims; no due diligence pack delivered to the buyer before signing; no obligation to refrain from granting competing rights over the same plot — the classic double-letting risk precisely for an unregistered right; no quiet enjoyment covenant as an obligation (it appears only as a condition in §9A.3); and warranties given once at signing and never repeated.

Part II — proposed text

Below are formulations for insertion. The English column is the working one; the Indonesian text is given as sense-text for the notary, on the same logic already applied in §2.7 of the draft: final wording and exact article references go through the PPAT.

§2.5 restated — transfer of the right

2.5.1 Free assignment. The Holder may assign the whole of its right under this agreement to any person without the landowner's consent, subject to 2.5.3–2.5.8.

2.5.2 Indivisibility of the bundle. What is assigned is one bundle: the hak sewa over the plot, ownership of the Improvements, membership of the Association, the century index annex with the same quantities qᵢ, and all accrued rights and obligations. Separate assignment of any element is prohibited.

2.5.3 Form and notice. A notarial akta pengalihan hak sewa; written notice to the landowner with a copy of the deed within 7 days.

2.5.4 Conditions on the acquirer. Written accession to the Design Code, the Community Rules and the Association; representations as to the absence of a nominee structure and as to source of funds; no residency test applies.

2.5.5 Transfer fee. __% of the transaction price, capped at __, payable on delivery of the notice. Recommendation: a fee only, with no right of first refusal. If a right of first refusal is nonetheless required, limit it to wave 1 and to the period of the build obligation, and mirror the mechanics of Pasal 7 of the Articles for shares: price and terms in the notice, 30 days to respond, and a right to withdraw the offer once the period expires.

2.5.6 Estate Certificate. On the Holder's written request the landowner issues, within 10 working days, a certificate stating: the remaining term; confirmation of payment and absence of arrears; the quantities qᵢ and the latest invoice under the index; PBG and SLF status; a list of unremedied Design Code breaches or confirmation that there are none; the status of the master title and its encumbrances at the date of the certificate. The certificate is valid for 30 days and is a representation on which the acquirer may rely.

2.5.7 Deadlines and deemed consent. Any act of the landowner under this article falls due within 10 working days. Failure to act within the period constitutes consent and confirmation.

2.5.8 Register of leases. The landowner maintains a register; an entry in it is evidence of the Holder's rights. An on-chain representation of the entry is permitted; on divergence the notarial deed and the register prevail, on the model of thesis T8 of the century index.

2.5.9 Succession. On the death of the Holder the right passes to the heirs with no transfer fee; the heirs accede to the Community Rules within 12 months.

2.5.10 Charging the right. The Holder may transfer the right by way of security on notice to the landowner. The landowner issues the 2.5.6 certificate to the secured party and notifies it of any material breach before terminating, granting a right to cure. ⚠ The admissibility of charging a hak sewa is to be confirmed with the notary before inclusion.

2.5.11 Partial assignment and subdivision of the plot — only with written consent and in compliance with the zoning.

Indonesian sense-text for 2.5.1 and 2.5.6:

Pemegang Hak berhak mengalihkan seluruh haknya berdasarkan Perjanjian ini kepada pihak lain tanpa memerlukan persetujuan Pemilik Tanah, sepanjang ketentuan Pasal 2.5.3 sampai dengan 2.5.8 dipenuhi. Pengalihan dilakukan dengan akta pengalihan hak sewa di hadapan Notaris, dan pemberitahuan tertulis beserta salinan akta disampaikan kepada Pemilik Tanah dalam waktu 7 (tujuh) hari.

Atas permintaan tertulis Pemegang Hak, Pemilik Tanah wajib menerbitkan surat keterangan estate dalam waktu 10 (sepuluh) hari kerja, yang memuat sisa jangka waktu, status pembayaran dan tunggakan, kuantitas indeks (qᵢ) serta tagihan terakhir, status PBG dan SLF, ada atau tidaknya pelanggaran yang belum diselesaikan, serta status dan pembebanan sertifikat induk. Surat keterangan berlaku 30 (tiga puluh) hari dan merupakan pernyataan yang dapat diandalkan oleh calon penerima pengalihan.

A new §9B — title warranties, negative pledge, indemnity

9B.1 Warranties of the landowner, given at the date of signature and repeated on each anniversary and on the date of each assignment in favour of the acquirer:

• the company is duly incorporated and subsisting, its issued capital is paid, its NIB is valid;
• the master title is valid, and its type, term and remaining period are disclosed in Schedule A;
• the plot is free of hak tanggungan, attachment (sita) and other encumbrances; has not previously been let or promised under a lease, PPJB, option or other obligation; and is not in the actual possession of a third party;
• there are no judicial, administrative or arbitral proceedings, and no asserted adat, subak or desa claims, in respect of the plot;
• zoning and KKPR permit the intended use; the plot carries no LP2B status and does not fall within a sempadan;
• PBB is paid and there are no arrears;
• the chain of title documents is disclosed.

9B.2 A due diligence pack as an annex to the agreement: a certified copy of the master title certificate, Surat Ukur, NIB, PBB receipts, a BPN non-encumbrance search no more than 30 days old at the date of signature, and the KKPR document.

9B.3 Negative pledge. The landowner shall not, without the Holder's written consent: encumber the plot with hak tanggungan or other security; grant competing rights over the same plot; or dispose of the plot otherwise than on terms binding the acquirer to this agreement.

✅ Resolved. Anggaran Dasar Pasal 12(3) now prohibits the Company from encumbering land at all, by the nature of its constitution, independent of any negative pledge in the lease.

9B.4 Non-disturbance agreement. If an encumbrance is nonetheless granted, it is permitted only where the secured party confirms in writing that this agreement survives enforcement and binds a purchaser at auction. The Holder is notified no later than 30 days before the encumbrance is granted.

9B.5 Indemnity in favour of the Holder — the mirror of §5A.8. The landowner indemnifies the Holder against loss, cost, penalty and reasonable legal expense arising from: inaccuracy of the warranties in 9B.1; third-party rights subsisting at the date of signature; enforcement of security over the plot; loss or non-renewal of the master title through no fault of the Holder; and inability to obtain PBG or SLF for reasons attributable to the landowner's title or licences.

9B.6 Ladder of remedies on a title defect:

9B.7 Security for payment. ⚠ Without this, 9B.5 and 9B.6 remain paper. Choose between: escrow of part of the prepayment until completion; a bank guarantee; a shareholder corporate guarantee; security in favour of a pool of Holders. Account here for shareholders agreement Article 6: a disbursement from the principal account requires two roles — the Director initiates, a Commissioner authorises, and one person cannot hold both roles for the same transaction. Payment deadlines in the agreement must accommodate this, or the Estate will breach its own contract because of its own bank mandate.

9B.8 Scope of the warranties. The warranties are given without a knowledge qualification save where expressly marked. The limitation period for claims under 9B.5 is __ years after termination.

Indonesian sense-text for 9B.3 and 9B.5:

Pemilik Tanah tidak akan, tanpa persetujuan tertulis Pemegang Hak, membebani Bidang Tanah dengan hak tanggungan atau jaminan lain, memberikan hak yang bersaing atas Bidang Tanah kepada pihak ketiga, atau mengalihkan Bidang Tanah kecuali dengan tetap mengikat penerima pengalihan pada Perjanjian ini. Apabila pembebanan tetap dilakukan, pembebanan tersebut hanya berlaku apabila pemegang jaminan menandatangani perjanjian non-disturbance yang menyatakan bahwa Perjanjian ini tetap berlaku dan mengikat pembeli lelang.

Pemilik Tanah membebaskan dan mengganti rugi Pemegang Hak atas seluruh kerugian, biaya, denda dan biaya hukum yang wajar yang timbul dari ketidakbenaran jaminan dalam Pasal 9B.1, dari hak pihak ketiga yang telah ada pada tanggal penandatanganan, dari eksekusi jaminan atas Bidang Tanah, serta dari hilangnya atau tidak diperpanjangnya sertifikat induk yang bukan disebabkan oleh Pemegang Hak.

Part III — what the Articles change in the main audit

Receiving the Anggaran Dasar closes some forks and opens four new points.

A1. Licences: the KBLI list is now known and it is wider than in the draft

Pasal 3(1) of the Articles: 68111 real estate owned or leased · 68200 real estate on a fee or contract basis · 55199 other short-term accommodation · 56101 restaurant · 96122 SPA · 82302 special event organiser · 55192 campgrounds and caravan parks · 93299 other amusement and recreation.

§9A.1 of the draft warrants only 68111. The warranty must be widened to the full list in Pasal 3, stating the locational scope for each code — and that also disposes of the draft's open question about the mismatched index on 68111.

A2. The "rails or management company" dispute resolves in favour of the Estate — for short horizons

In the main audit this was flagged as contradiction C2. The Articles resolve it on the facts: short-term accommodation and camping are 55199 and 55192, and the Company holds them. A foreign individual Holder does not hold them and normally cannot.

The direct consequence for §2.6 and §9A.7: re-letting on a daily horizon with occupation runs under the Company's licence, making it an Estate operation rather than bare rails. The hak sewa page's formulation about "not a management commission" stays true only for long horizons and bare land with no accommodation service. The fork must be described honestly: two different products with different economics, not one.

A3. The Association does not exist in the Articles

The Articles know three organs: RUPS, Direksi, Dewan Komisaris. There is no residents' body in them. Meanwhile the preamble and Pasal 3(3) twice repeat that residents live "under the terms and values set by the Company".

It follows that: §7 of the draft, with its variant of amending the Design Code by "Association supermajority", does not match the Articles; §8, with a charter, quorum and voting, describes an organ with no legal form; and the governance layer from strategy §10 with a DAO is likewise absent from the Articles.

A decision is needed before the template: the Association is either a separate legal entity (perkumpulan), or a purely contractual construction with no power to amend the Design Code, or an amendment of the Articles. At present three documents carry three different models of governance.

A4. Signing authority — into the signature block of the template

• Pasal 12(2)(c): the Director signs lease agreements and land-rights transfer agreements within 68111 and 68200 without prior consent. The base lease is signed by the Director — confirmed by the Articles.
• Pasal 12(3): the Company does not borrow or encumber its assets, land included, at all — prohibited by nature, not gated by consent.
• Pasal 12(3): establishing a new business or participating in another company — consent of the Dewan Komisaris. Instrument C (joint venture) is not concluded without a commissioners' resolution: that is a condition precedent in the JV template.
• shareholders agreement Article 6: maker and authorizer on disbursements. To be reflected in the timing of refunds, the release of retention under §5A.5 and payments under §9A.4.
• Pasal 1: domicile Gesing, Banjar, Buleleng. This confirms the choice of PN Singaraja in §11 and is consistent with Pasal 10(1)(f) of the Articles.

A5. The preamble as a norm — the anchor for a covenant

Pasal 3(3) ties the Company's activity directly to the purpose in the preamble: a residential community estate optimising the use of energy and resources, with terms and values set by the Company for every resident. This is the corporate basis for treating the zoning code and the Community Rules as company-level obligations rather than merely contractual terms. Recommendation: quote the preamble in the recitals of the lease, and adopt the Community Rules by a resolution of a company organ, so that their amendment is traceable.

Summary of changes to the decision list

Four forks are added to the fifteen of the main audit:

16. A transfer fee or a right of first refusal — and if a right, in which wave and for how long.
17. The form of the Association: perkumpulan, contractual construction, or an amendment of the Articles.
18. The negative pledge on charging: a full prohibition, a prohibition subject to Holder consent, or a non-disturbance mechanism by default.
19. What secures the refund under 9B.6: escrow, a bank guarantee, a shareholder guarantee, or security in favour of a pool.

Fork 7 of the main audit (rails or management company) is restated: not a choice between two, but a split into two products by horizon and by the presence of an accommodation service.

Reservation

This is not legal advice. The formulations above are working material for the notary and the PPAT. The Indonesian texts are given as sense-text: the meaning is fixed, and the final wording and references to specific articles rest with the notary. The admissibility of charging a hak sewa (2.5.10) and the exact numbering of the KUHPerdata articles in §2.7 of the draft are confirmed before signature rather than after.