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Article Of Association Form

Article Of Association Form Template for Indonesia

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Key Requirements PROMPT example:

Article Of Association Form

"I need an Article of Association Form for a new technology startup in Indonesia that will have three founding shareholders and plans to seek venture capital investment by March 2025, with specific provisions for future share issuance and protective rights for investors."

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Document background
The Article of Association Form is a mandatory legal document required for company incorporation in Indonesia, governed primarily by Law No. 40 of 2007 on Limited Liability Companies. This document must be prepared when establishing a new company or modifying an existing company's fundamental structure. It contains critical information about the company's identity, objectives, capital structure, management framework, and operational procedures. The Articles of Association must be drafted in Bahasa Indonesia and notarized, requiring subsequent approval from the Ministry of Law and Human Rights. This document serves as the company's constitutional foundation and is essential for legal compliance, corporate governance, and business operations in Indonesia.
Suggested Sections

1. Name and Domicile: Company name, legal domicile, and duration of the company's existence

2. Purpose, Objectives and Business Activities: Detailed description of the company's business purposes and activities in accordance with Indonesian Standard Industrial Classification (KBLI)

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

4. Shares: Share types, rights and obligations attached to shares, share transfers, and share certificates

5. General Meeting of Shareholders: Procedures for conducting GMS, voting rights, quorum requirements, and decision-making processes

6. Board of Directors: Composition, appointment/dismissal, duties, authorities, and responsibilities of directors

7. Board of Commissioners: Composition, appointment/dismissal, duties, authorities, and responsibilities of commissioners

8. Annual Report and Distribution of Profits: Procedures for financial reporting, profit calculation, and dividend distribution

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

10. Closing Provisions: Final provisions including governing law and dispute resolution mechanisms

Optional Sections

1. Specific Share Classes: Detailed provisions for different share classes, used when the company has multiple share classes with different rights

2. Electronic GMS Provisions: Specific provisions for conducting electronic general meetings, recommended for companies planning to hold virtual meetings

3. Corporate Social Responsibility: Specific provisions for CSR activities, mandatory for companies dealing with natural resources

4. Environmental Management: Environmental protection provisions, required for companies in industries with environmental impact

5. Independent Commissioners: Special provisions for independent commissioners, mandatory for public companies

6. Audit Committee: Provisions regarding the audit committee, mandatory for public companies

7. Share Buyback Provisions: Procedures for share buyback, recommended for companies planning such activities

Suggested Schedules

1. Initial Shareholders: List of founding shareholders with their respective shareholdings and capital contributions

2. Initial Board Composition: Details of the first appointed Board of Directors and Board of Commissioners

3. Share Certificate Specimen: Template or specimen of the company's share certificates

4. Company Logo and Seal: Official company logo and seal designs if already established

5. Detailed Business Activities: Comprehensive list of business activities with their respective KBLI codes

6. Special Power of Attorney: Template for power of attorney for GMS representation

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Affiliate
Annual General Meeting of Shareholders
Articles of Association
Authorized Capital
Board of Commissioners
Board of Directors
Business Day
Company
Company Law
Company Register
Deed
Directors Meeting
Extraordinary General Meeting of Shareholders
Financial Year
General Meeting of Shareholders (GMS)
Independent Commissioner
Issued Capital
Limited Liability Company
Majority Shareholders
Minister
Ministry of Law and Human Rights
Negative List of Investment
Notary
Paid-up Capital
Quorum
Register of Shareholders
Share
Share Certificate
Shareholder
Simple Majority
Special Meeting
Special Resolution
Subscription Rights
Subsidiary
Transfer of Rights
Voting Rights
Clauses
Company Name and Domicile
Duration
Purpose and Objectives
Business Activities
Capital Structure
Share Issuance
Share Transfer
Share Certificates
Shareholder Rights
Shareholder Obligations
General Meeting Procedures
Voting Rights
Meeting Quorum
Board Composition
Director Appointments
Director Duties
Director Powers
Commissioner Appointments
Commissioner Duties
Financial Reporting
Dividend Distribution
Reserve Funds
Amendment Procedures
Merger and Acquisition
Dissolution
Liquidation
Dispute Resolution
Governing Law
Corporate Governance
Board Meetings
Conflict of Interest
Corporate Actions
Share Buyback
Pre-emptive Rights
Transitional Provisions
Relevant Industries

Manufacturing

Technology

Financial Services

Retail

Mining

Agriculture

Construction

Healthcare

Education

Transportation

Hospitality

Professional Services

Real Estate

Energy

Telecommunications

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Affairs

Board Administration

Regulatory Affairs

Corporate Governance

Investment Relations

Risk Management

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Director

Corporate Lawyer

Compliance Officer

Board Director

Commissioner

Chief Legal Officer

Corporate Governance Officer

Managing Director

Legal Manager

Corporate Affairs Director

Investment Relations Manager

Regulatory Compliance Manager

Industries
Law No. 40 of 2007 on Limited Liability Companies: The primary law governing the establishment and operation of limited liability companies in Indonesia, including requirements for Articles of Association, corporate structure, shareholder rights, and corporate governance
Government Regulation No. 43 of 2011: Regulation regarding procedures for filing and usage of company names, which is crucial for the Articles of Association
Law No. 25 of 2007 on Investment: Regulates foreign and domestic investment requirements, which may affect company structure and provisions in the Articles of Association
Minister of Law and Human Rights Regulation No. 4 of 2014: Provides specific procedures for submission and ratification of company establishment deeds and amendments to Articles of Association
MOLHR Regulation No. 1 of 2016: Guidelines on the procedure for application and validation of legal entities through the Online Single Submission (OSS) system
OJK Regulation No. 32/POJK.04/2014: For publicly listed companies, this regulation provides additional requirements for Articles of Association
Indonesian Civil Code (KUHPerdata): Contains basic provisions on contracts and legal relationships that may affect certain provisions in the Articles of Association
Law No. 3 of 1982 on Mandatory Company Registration: Regulates company registration requirements that need to be reflected in the Articles of Association
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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