The Articles of Operating Agreement serves as a fundamental document for companies operating in Indonesia, establishing the legal and operational framework under which the business will function. This document is essential when establishing a new company or restructuring an existing one, particularly when multiple shareholders are involved. It must comply with Indonesian Company Law (Law No. 40 of 2007) and related regulations, addressing crucial aspects such as capital structure, management arrangements, and shareholder rights. The Articles of Operating Agreement is particularly important in the Indonesian context where specific requirements exist for company establishment, including minimum capital requirements, shareholder structures, and management composition. The document needs to be prepared in Indonesian language (with optional English translation) and must be executed before a notary public to ensure legal validity.
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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
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