Amended Articles Of Organization Template for Indonesia

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Key Requirements PROMPT example:

Amended Articles Of Organization

"I need to draft Amended Articles of Organization for our Indonesian PT company to reflect an increase in authorized capital from IDR 500 million to IDR 2 billion and include new provisions for 30% foreign ownership, to be effective from March 2025."

Document background
The Amended Articles of Organization is a crucial corporate document required when an Indonesian company needs to modify its fundamental organizational structure or governance parameters. This document becomes necessary when companies undergo significant changes such as capital restructuring, management reorganization, or modification of business activities. It must comply with Law No. 40 of 2007 on Limited Liability Companies and related regulations, requiring proper execution before an Indonesian notary public and subsequent approval from the Ministry of Law and Human Rights. The amendments typically reflect strategic corporate decisions, regulatory compliance requirements, or operational necessities, and serve as a legally binding update to the company's constitutional documents.
Suggested Sections

1. Company Name and Domicile: Full legal name of the company and its registered address in Indonesia

2. Purpose and Objectives: Company's business activities and scope of operations as per Indonesian Standard Industrial Classification (KBLI)

3. Duration: Period of establishment (if specified) or statement of indefinite duration

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

5. Shares: Rights, restrictions, and conditions attached to different classes of shares

6. Management Structure: Composition, duties, authorities, and procedures for Board of Directors and Board of Commissioners

7. General Meeting of Shareholders: Procedures, authorities, and requirements for conducting GMS

8. Amendment Procedures: Procedures for future amendments to the Articles of Organization

9. Dissolution and Liquidation: Procedures and conditions for company dissolution and liquidation

Optional Sections

1. Transfer of Shares Provisions: Detailed procedures for share transfers, including any restrictions or right of first refusal - include when there are specific share transfer restrictions

2. Dividend Policy: Specific provisions regarding dividend distribution - include when the company wants to establish clear dividend guidelines

3. Corporate Social Responsibility: Provisions for CSR activities - include for companies required to conduct CSR under Indonesian law

4. Branch Offices: Provisions for establishing and managing branch offices - include when the company plans to operate multiple locations

5. Special Rights: Special rights attached to certain shares or shareholders - include when there are preferred shares or special arrangements

Suggested Schedules

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

2. Schedule B - Board Composition: Current composition of Board of Directors and Board of Commissioners

3. Schedule C - Amendment History: Chronicle of previous amendments to the Articles of Organization

4. Appendix 1 - Company Registration Details: Current company registration numbers and licenses

5. Appendix 2 - Corporate Structure Chart: Visual representation of the company's current corporate structure

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

Technology

Financial Services

Retail

Healthcare

Mining

Agriculture

Construction

Real Estate

Transportation

Energy

Telecommunications

Professional Services

Education

Hospitality

Relevant Teams

Legal

Corporate Secretariat

Board of Directors

Compliance

Corporate Governance

Risk Management

Corporate Affairs

Shareholder Relations

Executive Management

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Corporate Secretary

Legal Director

Compliance Officer

Board Director

Commissioner

General Counsel

Legal Manager

Corporate Governance Officer

Managing Director

Company Director

Shareholder Relations Manager

Risk Management Officer

Corporate 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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