Articles Of Incorporation Close Corporation Template for Indonesia

Articles of Incorporation Close Corporation is a crucial legal document required when establishing a privately held corporation in Indonesia with a limited number of shareholders who typically have a close relationship. This document serves as the company's constitutional document and must comply with Law No. 40 of 2007 on Limited Liability Companies and related regulations. It contains essential information about the company's structure, governance, and operations, including share transfer restrictions, shareholder rights, and management procedures. The document is particularly suitable for family businesses, professional service firms, and other enterprises where maintaining close control over ownership is important. It must be prepared in Indonesian language, executed before a notary public, and registered with the Ministry of Law and Human Rights. The Articles of Incorporation establish the framework for corporate governance and protect shareholders' interests while ensuring compliance with Indonesian corporate law requirements.

1. Name and Domicile: States the official company name and registered address of the corporation

2. Purpose and Objectives: Details the business activities and objectives of the corporation according to the Indonesian Standard Industrial Classification (KBLI)

3. Duration: Specifies the duration of the corporation's existence (can be limited or unlimited)

4. Capital Structure: Details the authorized capital, issued capital, and paid-up capital of the corporation

5. Shares: Describes the types, classes, and nominal value of shares, including voting rights and dividend rights

6. Transfer Restrictions: Specifies restrictions on share transfers characteristic of close corporations, including first refusal rights

7. General Meeting of Shareholders: Outlines procedures for conducting shareholder meetings, voting rights, and quorum requirements

8. Board of Directors: Details the composition, appointment, duties, and authorities of the Board of Directors

9. Board of Commissioners: Specifies the composition, appointment, and oversight responsibilities of the Board of Commissioners

10. Annual Reports and Distribution of Profits: Establishes procedures for financial reporting and profit distribution

11. Dissolution and Liquidation: Outlines procedures for company dissolution and asset distribution