Articles Of Incorporation For Stock Corporation Template for Indonesia

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Key Requirements PROMPT example:

Articles Of Incorporation For Stock Corporation

"I need Articles of Incorporation For Stock Corporation for an Indonesian technology startup with 5 founding shareholders, planned IPO by March 2025, and foreign investment provisions, including standard protective clauses for minority shareholders and technology IP protection clauses."

Document background
Articles of Incorporation For Stock Corporation serve as the constitutional document for companies establishing themselves in Indonesia. This document is mandatory under Law No. 40 of 2007 and must be prepared when founding a new corporation or converting an existing business into a stock corporation structure. It contains essential information about the company's identity, objectives, capital structure, management framework, and operational procedures. The document must be drafted in Indonesian language and executed before a notary public, who submits it to the Ministry of Law and Human Rights for approval. Once approved, it serves as the primary reference for corporate governance and becomes binding on all shareholders, directors, and commissioners. The articles can be amended through specified procedures but must always maintain compliance with Indonesian corporate law requirements.
Suggested Sections

1. Name and Domicile: Full legal name of the corporation and its registered address in Indonesia

2. Purpose and Objectives: Detailed description of business activities and goals of the corporation

3. Duration: Period of establishment of the corporation (typically unlimited)

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

5. Shares: Share classifications, rights, and restrictions attached to different classes of shares

6. Board of Directors: Composition, appointment procedure, duties, authorities, and responsibilities of directors

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

8. General Meeting of Shareholders: Procedures for conducting meetings, voting rights, and decision-making processes

9. Amendment of Articles: Procedures for amending the articles of incorporation

10. Financial Year and Annual Report: Specification of financial year and reporting requirements

11. Use of Profits and Dividend Distribution: Policies on profit allocation and dividend distribution

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

Optional Sections

1. Foreign Investment Provisions: Required if the corporation has foreign shareholders, detailing compliance with foreign investment regulations

2. Special Rights and Obligations: Used when certain shareholders or classes of shares have specific rights or obligations

3. Corporate Social Responsibility: Required for companies in natural resources sectors or when specifically choosing to include CSR commitments

4. Audit Committee: Required for public companies or when establishing specific oversight committees

5. Share Transfer Restrictions: Added when implementing specific restrictions on share transfers beyond standard requirements

6. Tag-Along and Drag-Along Rights: Included when shareholders want specific exit rights and obligations

7. Deadlock Resolution: Added for companies with potential equal shareholding or voting rights situations

Suggested Schedules

1. Schedule A - Initial Shareholders: List of founding shareholders with their respective shareholdings and paid-up capital contributions

2. Schedule B - Share Classifications: Detailed description of different share classes and their associated rights if multiple share classes exist

3. Schedule C - Initial Directors and Commissioners: Names and details of the first appointed directors and commissioners

4. Schedule D - Specimen Share Certificates: Format and content of share certificates to be issued

5. Appendix 1 - Business Activities: Detailed list of business activities according to the Indonesian Standard Industrial Classification (KBLI)

6. Appendix 2 - Company Regulations: Initial set of internal company regulations or bylaws

7. Appendix 3 - Special Resolutions: Any special resolutions passed during company formation that affect the articles

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

Energy

Mining

Agriculture

Healthcare

Real Estate

Transportation

Telecommunications

Consumer Goods

Professional Services

Construction

Education

Tourism

Relevant Teams

Legal

Corporate Secretariat

Board of Directors

Executive Management

Compliance

Corporate Governance

Shareholder Relations

Risk Management

Investment Relations

Corporate Affairs

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Managing Director

Corporate Secretary

Legal Counsel

Chief Financial Officer

Board Director

Commissioner

Compliance Officer

General Counsel

Company Secretary

Chief Legal Officer

Corporate Governance Officer

Shareholder Relations Manager

Risk Management Officer

Investment Relations Manager

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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