Certificate Of Incorporation And Memorandum And Articles Of Association Template for Indonesia

When establishing a limited liability company (PT) in Indonesia, you must prepare a Certificate of Incorporation and Memorandum and Articles of Association. This essential document legally creates your company under Indonesian law and establishes the foundational framework for your business operations, governance structure, and shareholder relationships.

When do you need this document?

You need this document whenever you want to establish a new PT company in Indonesia, whether as a domestic or foreign investor. This includes starting a manufacturing business, service company, trading enterprise, or any commercial venture requiring formal corporate status. The document is also required when converting from other business structures like a limited partnership or when establishing a subsidiary of an existing foreign company. Additionally, you'll need this document if you're acquiring an existing Indonesian company through share purchase and need to update the articles of association to reflect new ownership or business objectives.

Key legal considerations

Your Certificate of Incorporation must comply strictly with Law No. 40 of 2007 on Limited Liability Companies and include specific mandatory provisions. The capital structure section must detail authorized, issued, and paid-up capital with minimum requirements of IDR 50 million for small companies or IDR 2.5 billion for medium/large companies. You must clearly define the company's business objectives using the Indonesian Standard Industrial Classification (KBLI) codes, as operating outside these defined activities can result in legal penalties. The document must specify the board of directors and board of commissioners structure, including their respective powers and responsibilities. Foreign ownership restrictions apply to many sectors, so you must ensure compliance with the Negative Investment List and obtain necessary approvals from the Investment Coordinating Board (BKPM). The articles must also address share transfer procedures, dividend distribution policies, and dissolution procedures to protect all parties' interests.

Legal requirements in Indonesia

Indonesian law requires that your Certificate of Incorporation be prepared by a licensed public notary (notaris) and submitted to the Ministry of Law and Human Rights for approval within 60 days of signing. You must register your company name with the Ministry to ensure uniqueness and compliance with naming regulations under Government Regulation No. 43 of 2011. The minimum number of shareholders is two for a regular PT, though single-shareholder companies are permitted under specific circumstances. All founding shareholders must provide valid identification and, for foreign investors, must demonstrate compliance with investment requirements under Law No. 25 of 2007. The company domicile must be clearly established with a registered office address in Indonesia. Following Ministry approval, you must register with the Indonesian Corporate Registry and obtain necessary business licenses from relevant authorities. The entire incorporation process typically takes 15-30 business days when properly documented and submitted according to Minister of Law and Human Rights Regulation No. 4 of 2014 procedures.