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Articles Of Operating Agreement
"I need Articles of Operating Agreement for a new technology startup PT company in Jakarta, with three local shareholders and one foreign investor from Singapore, planning to start operations in March 2025."
1. Parties: Identification of all members/shareholders forming the company
2. Background: Context of the company formation and purpose of the operating agreement
3. Definitions: Defined terms used throughout the agreement
4. Company Formation: Details of company establishment, name, location, and purpose
5. Capital Structure: Information about capital contributions, shares, and ownership percentages
6. Management Structure: Roles and responsibilities of directors, commissioners, and key management positions
7. Meetings and Voting: Procedures for shareholder and board meetings, voting rights and requirements
8. Transfer of Shares: Rules and restrictions regarding the transfer of ownership interests
9. Financial Management: Procedures for financial reporting, distributions, and fiscal management
10. Dispute Resolution: Procedures for resolving conflicts between members
11. Dissolution and Liquidation: Procedures for company dissolution and asset distribution
12. Governing Law: Specification of Indonesian law as governing law and jurisdiction
13. Amendment Procedures: Process for modifying the operating agreement
1. Intellectual Property Rights: Provisions regarding ownership and protection of IP assets, used when the company has significant IP
2. Non-Competition: Restrictions on members' competing activities, included when protecting business interests is crucial
3. Employee Matters: Guidelines for employment policies and procedures, needed for companies with employees
4. Foreign Investment Provisions: Special provisions required for companies with foreign investment
5. Environmental Compliance: Environmental protection obligations, necessary for companies in industries with environmental impact
6. Related Party Transactions: Procedures for handling transactions with related parties, important for companies with complex ownership structures
7. Branch Offices: Provisions for establishing and managing branch offices, needed for companies planning expansion
1. Schedule A - Initial Capital Contributions: Detailed breakdown of each member's initial capital contributions
2. Schedule B - Ownership Structure: Complete list of members and their ownership percentages
3. Schedule C - Management Structure: Organizational chart and detailed management positions
4. Schedule D - Business Plan: Initial business plan and operational objectives
5. Schedule E - Asset Register: List of company's initial assets and their values
6. Appendix 1 - Specimen Signatures: Authorized signatures of all members and key management
7. Appendix 2 - Company Regulations: Internal company regulations and policies
8. Appendix 3 - Forms: Standard forms for share transfers, meeting notices, and other routine matters
Authors
Articles of Association
Board of Commissioners
Board of Directors
Business Day
Capital
Company
Company Seal
Confidential Information
Deed of Establishment
Director
Effective Date
Extraordinary General Meeting
Financial Year
General Meeting of Shareholders
Indonesian Law
Initial Capital
Intellectual Property Rights
Management
Material Transaction
Member
Ministry of Law and Human Rights
MOLHR
Notarial Deed
Operating Account
Ownership Interest
Paid-up Capital
Parties
Percentage Interest
Perseroan Terbatas
PT
Quorum
Related Party
Reserved Matters
Rupiah
Share Certificate
Share Transfer
Shareholder
Shareholders Register
Subscription Agreement
Subsidiary
Super Majority
Territory
Transfer
Voting Rights
Capital Structure
Share Issuance
Share Transfer
Ownership Rights
Management Structure
Board Powers
Shareholder Rights
Voting Rights
Meeting Procedures
Decision Making
Financial Management
Profit Distribution
Capital Calls
Reserved Matters
Non-Competition
Confidentiality
Intellectual Property
Employment Matters
Related Party Transactions
Corporate Governance
Compliance
Representations and Warranties
Financial Reporting
Audit Rights
Amendment Procedures
Dispute Resolution
Governing Law
Termination
Dissolution
Force Majeure
Notices
Assignment
Severability
Entire Agreement
Foreign Investment
Environmental Compliance
Anti-corruption
Information Rights
Tag-along Rights
Drag-along Rights
Pre-emptive Rights
Share Valuation
Exit Mechanisms
Manufacturing
Technology
Retail
Services
Agriculture
Mining
Construction
Financial Services
Healthcare
Education
Hospitality
Transportation
Real Estate
Energy
Import/Export
Legal
Corporate Secretarial
Compliance
Executive Leadership
Finance
Corporate Governance
Risk Management
Shareholder Relations
Business Development
Investment
Chief Executive Officer
Managing Director
Company Secretary
Legal Counsel
Corporate Lawyer
Compliance Officer
Board Member
Chief Financial Officer
Chief Operating Officer
Shareholder Relations Manager
Corporate Governance Officer
Risk Management Officer
Investment Manager
Business Development Director
General Counsel
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