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Articles Of Association And Memorandum Of Association

Articles Of Association And Memorandum Of Association Template for Indonesia

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Key Requirements PROMPT example:

Articles Of Association And Memorandum Of Association

"I need Articles of Association and Memorandum of Association for a foreign-owned technology company planning to establish operations in Jakarta by March 2025, with provisions for electronic shareholder meetings and multiple share classes."

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Document background
The Articles of Association and Memorandum of Association is a mandatory legal document required for establishing any limited liability company (Perseroan Terbatas/PT) in Indonesia. This document must be prepared and executed in accordance with Law No. 40 of 2007 on Limited Liability Companies and related regulations. It contains essential information about the company's identity, objectives, capital structure, and governance framework. The document must be drafted in Indonesian language and executed before a licensed notary public, followed by submission to the Ministry of Law and Human Rights for approval. It serves as the company's constitutional document throughout its existence and can be amended through specific statutory procedures when necessary.
Suggested Sections

1. Name and Domicile: Company name, legal domicile, and principal place of business

2. Purpose, Objectives and Business Activities: Detailed description of company's business purposes and permitted activities

3. Duration of Establishment: Period for which the company is established (can be limited or unlimited)

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

5. Shares: Share classifications, rights attached to shares, share transfer procedures

6. General Meeting of Shareholders: Procedures for conducting GMS, voting rights, quorum requirements

7. Board of Directors: Composition, appointment/dismissal procedures, duties and authorities

8. Board of Commissioners: Composition, appointment/dismissal procedures, duties and authorities

9. Annual Reports and Financial Statements: Requirements 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. Specific Share Rights: Used when company has multiple share classes with different rights

2. Electronic GMS Provisions: Required if company wants to conduct electronic shareholder meetings

3. Corporate Social Responsibility: Required for companies dealing with natural resources or when CSR is mandatory

4. Audit Committee: Required for public companies or when specifically needed

5. Special Voting Rights: Used when certain shareholders have special voting arrangements

6. Branch Offices: Required when company plans to establish branch offices

7. Foreign Worker Employment: Required for companies planning to employ foreign workers

Suggested Schedules

1. Share Ownership Details: Complete list of shareholders and their shareholding percentages

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

3. Deed of Establishment: Original deed of company establishment

4. Business License Details: Copies of all business licenses and permits

5. Shareholder Register: Detailed register of shareholders including share transfers

6. Special Resolution Register: Record of all special resolutions passed by shareholders

7. Company Regulations: Internal company regulations and policies

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
Company
Articles of Association
General Meeting of Shareholders (GMS)
Electronic General Meeting of Shareholders (e-GMS)
Board of Directors
Board of Commissioners
Independent Commissioner
Shareholders
Share
Authorized Capital
Issued Capital
Paid-up Capital
Share Certificate
Shareholder Register
Special Register
Corporate Social and Environmental Responsibility
Dividend
Financial Year
Annual Report
Business Day
Independent Director
Affiliate
Controlling Shareholder
Merger
Consolidation
Acquisition
Spin-off
Quorum
Simple Majority
Special Majority
Corporate Action
Ministry
State Gazette
Deed
Notary
Corporate Documents
Principal License
Business Activities
Foreign Investment
Domestic Investment
Working Area
Head Office
Branch Office
Representative Office
Clauses
Company Name and Domicile
Duration of Establishment
Purpose and Objectives
Business Activities
Capital Structure
Share Issuance
Share Transfer
Share Registry
Corporate Governance
General Meeting of Shareholders
Voting Rights
Board of Directors Powers
Board of Directors Duties
Board of Commissioners Powers
Board of Commissioners Duties
Financial Management
Dividend Distribution
Reserve Funds
Annual Reports
Business Planning
Corporate Social Responsibility
Amendment Procedures
Merger and Acquisition
Dissolution
Liquidation
Dispute Resolution
Governing Law
Notices
Compliance
Audit Requirements
Foreign Investment Provisions
Employment Matters
Branch Establishment
Relevant Industries

Manufacturing

Technology

Financial Services

Retail

Mining

Agriculture

Construction

Healthcare

Education

Transportation

Tourism

Real Estate

Energy

Telecommunications

Professional Services

Food and Beverage

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board of Directors

Executive Leadership

Risk Management

Finance

Investor Relations

Corporate Affairs

Relevant Roles

Chief Executive Officer

Managing Director

Corporate Secretary

Legal Director

Chief Legal Officer

Company Director

Compliance Officer

Board Member

Corporate Governance Officer

Legal Counsel

Investment Director

Chief Financial Officer

Risk Management Officer

Business Development Director

Shareholder Relations Manager

Industries
Law No. 40 of 2007 on Limited Liability Companies: The primary law governing the establishment and operation of limited liability companies (PT) in Indonesia, including requirements for Articles of Association and corporate governance
Government Regulation No. 43 of 2011: Regulation concerning procedures for filing and use of company names, which is crucial for the Articles of Association
Law No. 25 of 2007 on Investment: Regulates foreign and domestic investment in Indonesian companies, affecting ownership structures and business activities
BKPM Regulation No. 4 of 2021: Guidelines on risk-based business licensing and investment facilities, affecting company registration and business activities
Ministry of Law and Human Rights Regulation No. 4 of 2014: Procedures for application and submission of approval for legal entity status and changes to Articles of Association
Indonesian Civil Code (KUHPerdata): Provides basic principles of contract law and legal relationships that may affect company agreements and obligations
Law No. 13 of 2003 on Employment: Labor law considerations that need to be reflected in company policies and Articles of Association regarding employment matters
Government Regulation No. 24 of 2018: Regulation on Electronic Integrated Business Licensing Services (OSS) that affects company registration procedures
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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