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Board Resolution Dissolution Of Corporation

Board Resolution Dissolution Of Corporation Template for Indonesia

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Key Requirements PROMPT example:

Board Resolution Dissolution Of Corporation

"I need a Board Resolution Dissolution Of Corporation for my Indonesian manufacturing company, planning to cease operations by March 2025, with specific provisions for handling employee severance payments and existing supplier contracts."

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Document background
A Board Resolution Dissolution Of Corporation is a critical corporate document required when a company decides to cease its operations in Indonesia. This document is essential for companies undertaking voluntary dissolution and must comply with Law No. 40 of 2007 on Limited Liability Companies and related regulations. It is typically used when shareholders have agreed to dissolve the company, when the company has achieved its purpose, or when continuation of business is no longer viable. The resolution must include specific details about the dissolution process, appointment of liquidators, and handling of company assets and liabilities. It serves as the primary evidence of the board's decision for regulatory authorities, forming the basis for subsequent dissolution procedures. The document is particularly important in Indonesia's legal framework as it initiates the formal process of corporate dissolution and must be filed with various government authorities including the Ministry of Law and Human Rights.
Suggested Sections

1. Header Information: Company name, registration number, and meeting details including date, time, location, and attendees

2. Quorum Confirmation: Statement confirming that the required quorum is present as per the company's articles of association

3. Recitals: Background information explaining the reasons for dissolution and confirming compliance with company constitution and Indonesian law

4. Resolution Statements: Formal declarations of the board's decision to dissolve the corporation, including specific reference to Law No. 40 of 2007

5. Appointment of Liquidator: Details of the appointed liquidator(s) and their powers

6. Dissolution Process: Step-by-step outline of the dissolution process, including timeline and responsibilities

7. Authorization: Empowerment of specific individuals to execute the dissolution process and file necessary documents

8. Signature Block: Space for board members' signatures and company seal

Optional Sections

1. Employee Matters: Include when the company has employees, detailing arrangements for termination and severance

2. Tax Clearance: Include when specific tax obligations need to be addressed as part of the dissolution

3. Asset Distribution: Include when there are significant assets to be distributed among shareholders

4. Ongoing Legal Proceedings: Include when there are pending legal matters that need to be addressed

5. Foreign Investment Considerations: Include when the company has foreign investment requiring special handling

Suggested Schedules

1. Schedule A - List of Assets and Liabilities: Detailed inventory of company assets and outstanding liabilities

2. Schedule B - Shareholder Information: List of shareholders and their respective shareholdings

3. Schedule C - Timeline for Dissolution: Detailed timeline for the dissolution process including key milestones and deadlines

4. Appendix 1 - Board Meeting Minutes: Minutes of the board meeting where dissolution was discussed and approved

5. Appendix 2 - Required Regulatory Forms: Copies of forms required by Indonesian authorities for dissolution

6. Appendix 3 - Liquidator's Terms of Appointment: Detailed terms of reference for the appointed liquidator

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Manufacturing

Retail

Technology

Financial Services

Construction

Mining

Agriculture

Healthcare

Education

Professional Services

Hospitality

Transportation

Real Estate

Energy

Telecommunications

Relevant Teams

Legal

Corporate Secretariat

Finance

Compliance

Risk Management

Corporate Governance

Board Administration

Executive Leadership

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Board Director

Company Secretary

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Compliance Officer

Risk Manager

Corporate Governance Officer

Finance Director

Managing Director

Chairman of the Board

Chief Legal Officer

Chief Operating Officer

Corporate Secretary

Liquidator

Industries
Law No. 40 of 2007 on Limited Liability Companies (Company Law): The primary legislation governing corporate operations in Indonesia, including procedures for dissolution, liquidation, and termination of legal entity status
Government Regulation No. 27 of 1998: Regulates the merger, consolidation, and acquisition of companies, including provisions relevant to corporate dissolution
Law No. 13 of 2003 on Employment: Governs employment relationships and workers' rights, including provisions for employee termination and severance payments during company dissolution
Law No. 37 of 2004 on Bankruptcy and Suspension of Debt Payment Obligations: Relevant for understanding the intersection between dissolution and bankruptcy proceedings, if applicable
Law No. 28 of 2007 on General Provisions and Tax Procedures: Covers tax obligations and procedures during company dissolution, including final tax reporting requirements
BKPM Regulation No. 4 of 2021: Provides guidelines for investment-related matters, including reporting requirements for dissolving companies with foreign investment
Minister of Law and Human Rights Regulation on Company Registration: Outlines procedures for reporting corporate dissolution to the Ministry and updating company registration status
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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