Articles Of Incorporation And Certificate Of Incorporation Template for Indonesia

When establishing a limited liability company (PT) in Indonesia, you need Articles of Incorporation and Certificate of Incorporation as your foundational corporate documents. These legal instruments define your company's existence under Indonesian law and serve as the constitutional framework governing all business operations, shareholder relationships, and regulatory compliance.

When do you need this document?

You require these documents when incorporating a new PT in Indonesia, converting an existing business structure into a limited liability company, or when foreign investors establish an Indonesian subsidiary. They are essential for opening corporate bank accounts, obtaining business licenses, registering with tax authorities, and securing investment approvals from BKPM. Any changes to your company's fundamental structure, capital increases, or amendments to business activities also require updated versions of these documents.

Key legal considerations

Your Articles of Incorporation must specify the company name, registered domicile, business purposes according to Indonesian Standard Industrial Classification (KBLI), authorized and issued capital structure, and share classifications. The document must clearly define the roles of founding shareholders, Board of Directors, and Board of Commissioners as required under Indonesian corporate governance laws. Pay particular attention to foreign ownership restrictions, minimum capital requirements, and share transfer provisions that comply with investment regulations. The Articles must address general meeting procedures, dividend distribution policies, and dissolution terms to ensure proper corporate governance and legal protection for all parties.

Legal requirements in Indonesia

Under Law No. 40 of 2007 on Limited Liability Companies, your Articles of Incorporation must be drafted in Indonesian language and executed before a licensed public notary. The minimum authorized capital for most companies is IDR 2.5 billion, with at least 25% paid-up at incorporation. Government Regulation No. 43 of 2011 requires specific formatting and content standards for company registration documents. Your Certificate of Incorporation is issued by the Ministry of Law and Human Rights after verifying compliance with all legal requirements, including name availability, capital adequacy, and proper notarization. Foreign-invested companies must also comply with Law No. 25 of 2007 on Investment and obtain additional approvals from relevant sectoral authorities depending on your business activities.