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.
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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
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
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
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