Article Of Association And Bylaws Template for Indonesia

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Key Requirements PROMPT example:

Articles Of Association And Bylaws

"I need Articles of Association and Bylaws for a technology startup in Jakarta that will have foreign investors from Singapore, with plans to implement virtual shareholder meetings and potential IPO by March 2025."

Document background
Articles of Association and Bylaws are mandatory foundational documents required for establishing and operating a company in Indonesia. These documents must comply with Law No. 40 of 2007 on Limited Liability Companies and related regulations, requiring notarization and approval from the Ministry of Law and Human Rights. They establish the company's legal framework, including capital structure, management organization, shareholder rights, and governance procedures. The documents are essential for company registration, opening bank accounts, obtaining business licenses, and serving as reference for all corporate actions. They need to be carefully drafted to ensure compliance with Indonesian regulations while providing sufficient flexibility for business operations and future growth.
Suggested Sections

1. Name and Domicile: Company name, legal domicile, and office locations

2. Purpose and Objectives: Company's business activities and objectives in accordance with KBLI (Indonesian Standard Industrial Classification)

3. Duration: Period of establishment of the company

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

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

6. General Meeting of Shareholders: Procedures, authority, and implementation of GMS

7. Board of Directors: Appointment, duties, authorities, and responsibilities of directors

8. Board of Commissioners: Appointment, duties, authorities, and responsibilities of commissioners

9. Annual Reports and Financial Statements: Provisions for financial reporting and annual reports

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

11. Dissolution and Liquidation: Procedures for company dissolution and liquidation

Optional Sections

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

2. Audit Committee: Required for public companies or those planning to go public

3. Electronic GMS Provisions: For companies wanting to enable virtual shareholder meetings

4. Share Buy-back Provisions: For companies planning to implement share buy-back programs

5. Subsidiary Governance: For holding companies with subsidiaries

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

7. Shareholder Tag-Along Rights: For companies with multiple substantial shareholders requiring protection

Suggested Schedules

1. Shareholder Details: List of shareholders with their respective shareholdings and classes of shares

2. Initial Board Composition: First appointment of Directors and Commissioners

3. Share Certificate Specimen: Format and specifications of share certificates

4. Company Logo and Seal: Official company logo and seal specifications

5. Business Activities Detail: Detailed KBLI codes and business activities description

6. Internal Audit Charter: Terms of reference for the internal audit function

7. Board Charter: Detailed governance rules for Board of Directors and Commissioners

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

Mining

Agriculture

Healthcare

Education

Construction

Transportation

Energy

Telecommunications

Real Estate

Professional Services

Tourism

Relevant Teams

Legal

Corporate Secretariat

Compliance

Board of Directors

Board of Commissioners

Corporate Governance

Risk Management

Shareholder Relations

Investment Relations

Executive Management

Relevant Roles

Chief Executive Officer

Corporate Secretary

Legal Counsel

Chief Financial Officer

Board Director

Commissioner

Compliance Officer

General Counsel

Company Director

Managing Director

Legal Manager

Corporate Governance Officer

Risk Management Officer

Shareholder Relations Manager

Investment Relations Manager

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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