Articles Of Association For LLC Template for Indonesia

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Key Requirements PROMPT example:

Articles Of Association For LLC

"I need Articles of Association for LLC for an Indonesian technology startup that will be established in March 2025, with provisions for foreign investment and multiple share classes to accommodate venture capital funding rounds."

Document background
Articles of Association For LLC (PT) is a mandatory document required for establishing a limited liability company in Indonesia. This document must be prepared when incorporating a new company or modifying an existing company's constitutional framework. It contains essential information about the company's identity, objectives, capital structure, management framework, and operational procedures, all of which must comply with Law No. 40 of 2007 and related regulations. The document must be drafted in Indonesian language and executed before a notary public, with subsequent registration and approval required from the Ministry of Law and Human Rights. It serves as the primary reference for corporate governance, shareholders' rights and obligations, and company management, forming the foundation for all corporate actions and decision-making processes.
Suggested Sections

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

2. Purpose and Objectives: Business activities and scope of operations the company is authorized to conduct

3. Capital Structure: Authorized, issued, and paid-up capital, 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 supervision roles

8. Annual Report and Distribution of Profits: Preparation of financial statements, profit allocation, and dividend distribution

9. Dissolution and Liquidation: Procedures for company dissolution, appointment of liquidators, and asset distribution

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

Optional Sections

1. Different Classes of Shares: Detailed provisions for multiple share classes with different rights, used when the company plans to issue preferred shares or other special classes

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

3. Subsidiary Management: Rules for establishing and managing subsidiary companies, needed for holding companies

4. Foreign Investment Provisions: Special provisions required for companies with foreign investment (PMA companies)

5. Shareholder Reserved Matters: List of actions requiring special shareholder approval, useful for companies with multiple shareholders

6. Electronic Meetings: Provisions for conducting virtual board and shareholder meetings, particularly relevant post-COVID

Suggested Schedules

1. Initial Shareholders: List of founding shareholders with their respective shareholdings and contribution details

2. Initial Board Members: Details of first appointed directors and commissioners

3. Share Certificates: Format and specimen of share certificates

4. Business Activities: Detailed list of business activities according to the Indonesian Standard Industrial Classification (KBLI)

5. Power of Attorney: Standard format for shareholder representation in meetings

6. Company Regulations: Internal company policies and procedures that complement the Articles of Association

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

Agriculture

Mining

Construction

Healthcare

Education

Transportation

Hospitality

Professional Services

Real Estate

Energy

Telecommunications

E-commerce

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board of Directors

Board of Commissioners

Risk Management

Finance

Investment

Business Development

Relevant Roles

Chief Executive Officer

Managing Director

Corporate Secretary

Legal Counsel

Compliance Officer

Board Director

Commissioner

Chief Financial Officer

Company Secretary

General Counsel

Legal Manager

Corporate Governance Officer

Risk Manager

Investment Manager

Business Development Director

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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