Amended Articles Of Association Template for Indonesia

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Key Requirements PROMPT example:

Amended Articles Of Association

"I need to draft Amended Articles of Association for our technology company to increase authorized capital from IDR 500 billion to IDR 1 trillion and add e-commerce activities to our business scope, to be implemented by March 2025."

Document background
The Amended Articles of Association serves as a crucial document for Indonesian companies seeking to modify their fundamental corporate structure or operational parameters. This document becomes necessary when companies need to update their original Articles of Association due to changes in business direction, capital structure, management framework, or to comply with new regulations. Under Indonesian law, particularly Law No. 40 of 2007, any amendments must be properly documented, notarized, and approved by the Ministry of Law and Human Rights. The Amended Articles of Association must be drafted with careful attention to both existing corporate needs and regulatory requirements, often triggered by events such as capital increases, changes in shareholding structure, modifications to business activities, or updates to governance frameworks.
Suggested Sections

1. Name and Domicile: Company name, legal domicile, and operational addresses

2. Duration: Period of establishment of the company

3. Purpose, Objectives and Business Activities: Detailed description of company's business purposes and permitted activities

4. Capital Structure: Authorized, issued, and paid-up capital, number and classification of shares

5. Shares: Share types, rights, and transfer procedures

6. General Meeting of Shareholders: Procedures, authority, and voting mechanisms for shareholder meetings

7. Board of Directors: Composition, appointment, duties, authorities, and responsibilities

8. Board of Commissioners: Composition, appointment, duties, authorities, and supervision role

9. Annual Report and Financial Statements: Requirements for financial reporting and annual reports

10. Use of Profits and Dividend Distribution: Procedures for profit allocation and dividend payments

11. Dissolution and Liquidation: Procedures for company dissolution and asset distribution

Optional Sections

1. Corporate Social Responsibility: Required for companies dealing with natural resources or having environmental impact

2. Audit Committee: Required for publicly listed companies

3. Electronic General Meeting of Shareholders: Provisions for virtual shareholder meetings, increasingly common post-COVID

4. Share Buy-Back Provisions: Required for companies planning share repurchase programs

5. Foreign Investment Provisions: Required for companies with foreign ownership

6. Sharia Compliance: Required for companies operating under Islamic banking or finance principles

Suggested Schedules

1. Share Ownership Details: Current list of shareholders and their respective shareholdings

2. Board Composition: Current composition of Board of Directors and Board of Commissioners

3. Company Licenses: List of business licenses and permits held by the company

4. Amendment History: Chronicle of previous amendments to the Articles of Association

5. Corporate Structure: Organization chart and management structure

6. Deed of Establishment: Original deed of establishment and its amendments

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Financial Services

Technology

Real Estate

Mining

Agriculture

Retail

Healthcare

Education

Transportation

Energy

Telecommunications

Construction

Hospitality

Professional Services

Relevant Teams

Legal

Corporate Secretariat

Compliance

Board of Directors

Board of Commissioners

Finance

Risk Management

Corporate Governance

Regulatory Affairs

Investment Relations

Relevant Roles

Chief Executive Officer

Corporate Secretary

Legal Director

Compliance Officer

Board Director

Commissioner

General Counsel

Legal Manager

Corporate Governance Officer

Chief Financial Officer

Risk Management Officer

Investment Relations Manager

Regulatory Affairs Director

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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