Articles Of Incorporation And Operating Agreement Template for Indonesia

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Key Requirements PROMPT example:

Articles Of Incorporation And Operating Agreement

"I need Articles of Incorporation and Operating Agreement for a tech startup in Jakarta with three founding shareholders (two local, one foreign investor), planning to commence operations in March 2025, with specific provisions for future funding rounds and intellectual property protection."

Document background
The Articles of Incorporation and Operating Agreement serves as the foundational document for establishing and operating a limited liability company (Perseroan Terbatas/PT) in Indonesia. This document is essential when founding a new company or restructuring an existing one, requiring compliance with Law No. 40 of 2007 and related regulations. It outlines the company's basic structure, governance framework, and operational rules, including capital requirements, shareholding arrangements, management structure, and decision-making processes. The document must be prepared in the Indonesian language and notarized, with key provisions reflecting both mandatory legal requirements and agreed-upon terms between shareholders. It forms the basis for company registration with the Ministry of Law and Human Rights and serves as the primary reference for corporate governance throughout the company's lifetime.
Suggested Sections

1. Parties: Identification of the founding shareholders/members establishing the company

2. Background: Context of the company formation and purpose of the agreement

3. Definitions: Key terms used throughout the document

4. Company Name and Domicile: Official company name, registered address, and branch offices if any

5. Purpose and Business Activities: Company's objectives and scope of business activities

6. Duration: Period of company's establishment (typically unlimited)

7. Capital Structure: Authorized, issued, and paid-up capital details

8. Shares: Share classifications, rights, and transfer provisions

9. General Meeting of Shareholders: Procedures, powers, and voting rights in shareholder meetings

10. Board of Directors: Composition, appointment, duties, and authorities of directors

11. Board of Commissioners: Composition, appointment, duties, and authorities of commissioners

12. Annual Reports and Financial Statements: Requirements for financial reporting and accountability

13. Use and Distribution of Profits: Dividend policy and profit allocation rules

14. Dissolution and Liquidation: Procedures for company dissolution and asset distribution

15. Governing Law: Specification of Indonesian law as governing law

16. Dispute Resolution: Mechanisms for resolving company-related disputes

Optional Sections

1. Special Rights and Obligations: Used when certain shareholders have specific rights or obligations

2. Tag-Along and Drag-Along Rights: Include when shareholders want specific share transfer protections

3. Non-Competition and Confidentiality: Add when specific protection of company interests is needed

4. Intellectual Property Rights: Include when the company has significant IP assets

5. Foreign Investment Provisions: Required when foreign shareholders are involved

6. Corporate Social Responsibility: Include for companies meeting certain size or industry criteria

7. Environmental Compliance: Add for companies in environmentally sensitive industries

8. Shareholder Loans: Include when shareholders plan to provide financing to the company

Suggested Schedules

1. Schedule 1 - Details of Shareholders: Complete information about initial shareholders including shareholding percentages

2. Schedule 2 - Share Capital Structure: Detailed breakdown of share classes and capital structure

3. Schedule 3 - Initial Board Members: Details of initial directors and commissioners

4. Schedule 4 - Business Plan: Initial business plan and operational strategy

5. Schedule 5 - Deed of Adherence: Template for new shareholders joining the company

6. Schedule 6 - Reserved Matters: List of decisions requiring special approval

7. Appendix A - Company Registration Documents: Copies of official registration certificates and licenses

8. Appendix B - Initial Asset Register: List of company's initial assets and contributions

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

Retail

Financial Services

Professional Services

Real Estate

Agriculture

Mining

Healthcare

Education

Transportation

Hospitality

Construction

Energy

Telecommunications

E-commerce

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Executive Leadership

Board of Directors

Risk Management

Corporate Affairs

Investment

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Secretary

Legal Counsel

Company Director

Board Member

Commissioner

Compliance Officer

Corporate Governance Officer

Investment Manager

Business Development Director

Risk Management Officer

General Counsel

Legal Manager

Corporate Affairs 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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