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Amended Certificate Of Incorporation

Amended Certificate Of Incorporation Template for Indonesia

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Key Requirements PROMPT example:

Amended Certificate Of Incorporation

"I need an Amended Certificate of Incorporation for my Indonesian technology company to reflect an increase in authorized capital from IDR 500 million to IDR 2 billion, and to add two new foreign shareholders, with completion required by March 2025."

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Document background
The Amended Certificate of Incorporation is a critical document required when an Indonesian company needs to formally modify its fundamental characteristics or structure. It is mandated by Law No. 40 of 2007 on Limited Liability Companies and must be obtained whenever significant changes occur to the original incorporation details, such as changes in capital structure, ownership, management, or business activities. The document is processed through the Ministry of Law and Human Rights and requires notarization before submission. It serves as official evidence of the approved changes and is essential for maintaining legal compliance, updating business licenses, and managing relationships with stakeholders. Without an Amended Certificate of Incorporation, changes to company structure are not legally recognized in Indonesia.
Suggested Sections

1. Company Identification: Full legal name of the company, tax identification number (NPWP), and company registration number

2. Amendment Declaration: Formal declaration stating this is an amendment to the original Certificate of Incorporation, including reference to the original certificate

3. Legal Basis: Reference to the shareholder resolution or other legal basis authorizing the amendment

4. Company Details: Updated basic company information including registered address, business activities, and classification

5. Capital Structure: Details of authorized, issued, and paid-up capital, including any changes

6. Shareholder Information: Updated list of shareholders and their respective shareholdings

7. Management Structure: Current composition of the Board of Directors and Board of Commissioners

8. Effective Date: The date when the amendments take effect

9. Certification: Official certification from the Ministry of Law and Human Rights

Optional Sections

1. Foreign Direct Investment Status: Required if the company has foreign ownership or is changing its foreign investment status

2. Business License Amendments: Include if the amendment affects existing business licenses or requires new ones

3. Special License References: Required for regulated industries such as financial services, mining, or healthcare

4. Branch Office Details: Include if the company has or is establishing branch offices

5. Corporate Group Structure: Required if the company is part of a corporate group or if group relationships are changing

Suggested Schedules

1. Schedule A - Shareholder Resolution: Copy of the shareholder resolution authorizing the amendments

2. Schedule B - Amended Articles of Association: Complete text of the amended articles of association

3. Schedule C - Ownership Structure Chart: Visual representation of the updated ownership structure

4. Schedule D - Ministry Approval Documents: Copies of relevant approval documents from the Ministry of Law and Human Rights

5. Schedule E - Business Licenses: Copies of updated or new business licenses related to the amendment

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

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alex.den.21@genieai.co
Relevant legal definitions
Company
Articles of Association
Original Certificate of Incorporation
Amendment
Board of Directors
Board of Commissioners
General Meeting of Shareholders
Ministry of Law and Human Rights
Authorized Capital
Issued Capital
Paid-up Capital
Shares
Shareholder Resolution
Deed of Amendment
Business Activities
Foreign Investment
Domestic Investment
Legal Entity
Corporate Domicile
Tax Identification Number
Company Registration Number
Notarial Deed
Effective Date
Ministry Approval
Business Classification
Previous Articles
Amended Articles
Corporate Purpose
Registered Office
Principal Business Activities
Relevant Industries

Manufacturing

Technology

Financial Services

Retail

Mining and Resources

Agriculture

Healthcare

Education

Construction

Real Estate

Transportation and Logistics

Hospitality

Professional Services

Energy

Telecommunications

Relevant Teams

Legal

Corporate Secretariat

Compliance

Finance

Corporate Governance

Regulatory Affairs

Risk Management

Executive Management

Board Administration

Investment Relations

Relevant Roles

Chief Executive Officer

Managing Director

Corporate Secretary

Legal Director

Compliance Officer

Chief Financial Officer

Board Director

Commissioner

General Counsel

Legal Manager

Company Secretary

Regulatory Affairs Manager

Corporate Governance Officer

Risk Management Officer

Investment Relations Manager

Industries
Law No. 40 of 2007 on Limited Liability Companies: The primary law governing the establishment, operation, and amendment of companies in Indonesia, including procedures for amending articles of association and obtaining government approval
Government Regulation No. 43 of 2011: Regulation regarding procedures for filing and submission of company data, including requirements for amendments to company documents
Minister of Law and Human Rights Regulation No. 4 of 2014: Specific procedures for the submission of applications for legal entity status and approval of amendments to articles of association
Law No. 25 of 2007 on Investment: Regulations concerning foreign and domestic investment requirements that may affect company structure and amendments
Government Regulation No. 29 of 2016: Regulations regarding changes in capital structure and minimum capital requirements for limited liability companies
Minister of Law and Human Rights Regulation No. 1 of 2016: Technical guidelines for processing and reviewing company registration and amendments through the online Administrative System of Legal Entities (SABH)
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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