The Articles of Agreement LLC is an essential document required when establishing a limited liability company (Perseroan Terbatas) in Indonesia. This document serves as the company's constitutional foundation and must comply with Law No. 40 of 2007 on Limited Liability Companies and related regulations. It is used during the initial company registration process and remains a reference throughout the company's existence, containing crucial information about capital structure, shareholder rights, management framework, and business activities. The document must be drafted in Indonesian language and executed before an Indonesian notary public, after which it requires approval from the Ministry of Law and Human Rights. It's particularly important for both domestic and foreign investors as it establishes the basic rules and structures that will govern the company's operations in Indonesia.
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1. Parties: Identifies the founding members/shareholders of the LLC, including their full legal names, addresses, and nationality
2. Background: States the intention to establish an LLC and brief context of the business venture
3. Definitions: Defines key terms used throughout the agreement
4. Company Name and Domicile: Specifies the approved company name and registered address
5. Purpose and Business Activities: Details the company's business objectives and permitted activities
6. Capital Structure: Specifies authorized, issued, and paid-up capital, and share distribution
7. Shares: Details share classifications, rights, and transfer restrictions
8. General Meeting of Shareholders: Procedures for conducting shareholder meetings and voting rights
9. Board of Directors: Composition, appointment, duties, and authorities of directors
10. Board of Commissioners: Composition, appointment, duties, and authorities of commissioners
11. Annual Reports and Profit Distribution: Requirements for financial reporting and dividend distribution
12. Dissolution and Liquidation: Procedures for company dissolution and asset distribution
13. Governing Law: Confirms Indonesian law as the governing law
14. Amendments: Procedures for modifying the articles of agreement
1. Foreign Investment Provisions: Required if there are foreign shareholders, detailing compliance with foreign investment regulations
2. Shareholder Loans: Include when shareholders plan to provide loans to the company
3. Intellectual Property Rights: Include when the company will own or license significant IP
4. Branch Offices: Include if the company plans to establish branch offices
5. Corporate Social Responsibility: Include if the company wants to formalize CSR commitments
6. Environmental Compliance: Required for businesses in environmentally sensitive sectors
7. Deadlock Resolution: Include when there are equal shareholdings to manage potential deadlocks
1. Schedule A - Shareholder Details: Complete information about shareholders including shareholding percentages
2. Schedule B - Capital Contribution Schedule: Timeline and details of capital injection commitments
3. Schedule C - Business Activities: Detailed list of KBLI (Indonesian Standard Industrial Classification) codes
4. Schedule D - Initial Board Members: Details of initial directors and commissioners
5. Schedule E - Share Certificate Template: Format and content of share certificates
6. Appendix 1 - Shareholder Approval Requirements: List of actions requiring shareholder approval
7. Appendix 2 - Corporate Structure Chart: Visual representation of ownership and management structure
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