Holding Company Articles Of Incorporation Template for Indonesia

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Key Requirements PROMPT example:

Holding Company Articles Of Incorporation

"I need Holding Company Articles of Incorporation for an Indonesian real estate holding company that will manage five local property development subsidiaries, with plans to list on the Indonesian Stock Exchange by March 2025, including provisions for electronic shareholder meetings."

Document background
The Holding Company Articles of Incorporation serves as the fundamental constitutional document for establishing and operating a holding company in Indonesia. This document is required when forming a new holding company or converting an existing company into a holding structure under Indonesian jurisdiction. It must comply with Law No. 40 of 2007 on Limited Liability Companies and recent regulatory updates, including the Omnibus Law provisions. The document outlines the company's capital structure, corporate governance framework, shareholder rights, and management responsibilities. It is particularly crucial for organizations planning to manage multiple subsidiaries or make significant investments across various sectors. The Articles must be executed before a public notary and receive approval from the Ministry of Law and Human Rights, with additional considerations for foreign investment if applicable.
Suggested Sections

1. Name and Domicile: Company name, legal domicile, and duration of the company's existence

2. Purpose, Objectives and Business Activities: Detailed description of the company's purposes as a holding company and permitted business activities

3. Capital Structure: Details of authorized capital, issued capital, paid-up capital, and shares classification

4. Shares: Share types, rights and obligations attached to shares, share certificates, and share transfer provisions

5. Board of Directors: Composition, appointment/dismissal procedures, duties, authorities, and responsibilities of directors

6. Board of Commissioners: Composition, appointment/dismissal procedures, duties, and authorities of commissioners

7. General Meeting of Shareholders: Procedures for conducting GMS, voting rights, quorum requirements, and decision-making processes

8. Corporate Planning and Annual Reports: Requirements for work plans, annual reports, and financial statements

9. Use and Distribution of Profits: Provisions regarding dividend distribution, reserve funds, and profit allocation

10. Dissolution and Liquidation: Procedures and conditions for company dissolution and liquidation process

Optional Sections

1. Foreign Investment Provisions: Required if the holding company will have foreign shareholders or invest internationally

2. Public Company Provisions: Required if the company plans to go public or will hold significant shares in public companies

3. Subsidiary Management: Detailed provisions for managing and controlling subsidiary companies

4. Corporate Social Responsibility: Specific provisions for CSR activities and environmental responsibility

5. Electronic Meeting Provisions: Provisions for conducting virtual board meetings and general meetings

6. Shareholder Agreement Integration: References to and integration with any separate shareholder agreements

7. Special Rights Shares: Required if the company will issue shares with special rights or different classes

Suggested Schedules

1. Initial Shareholders: List of founding shareholders with their respective shareholdings and contributions

2. Initial Board Members: Details of initial Board of Directors and Board of Commissioners members

3. Share Classifications: Detailed description of different share classes and their associated rights

4. Subsidiary List: List of initial subsidiaries and their ownership structure

5. Corporate Structure Chart: Visual representation of the holding company structure and its relationships with subsidiaries

6. Special Powers of Attorney: Templates for powers of attorney for various corporate actions

7. Deed of Establishment: Copy of the original deed of establishment in Indonesian language

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

Financial Services

Investment Management

Real Estate

Manufacturing

Mining

Agriculture

Technology

Retail

Energy

Infrastructure

Healthcare

Transportation

Telecommunications

Consumer Goods

Professional Services

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board Administration

Shareholder Relations

Risk Management

Investment

Corporate Affairs

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Secretary

Board Director

Commissioner

Legal Counsel

Compliance Officer

Investment Director

Risk Manager

Company Secretary

General Counsel

Head of Corporate Affairs

Shareholder Relations Manager

Corporate Governance Officer

Industries
Law No. 40 of 2007 on Limited Liability Companies: The primary law governing company establishment, structure, management, and operations in Indonesia. It provides the basic requirements for Articles of Association and corporate governance.
Law No. 25 of 2007 on Investment: Regulates both domestic and foreign investment in Indonesia, including provisions for holding companies and their investment activities.
Government Regulation No. 24 of 2018 on Electronic Integrated Business Licensing Services: Covers the business licensing procedures and requirements for company establishment through the Online Single Submission (OSS) system.
OJK Regulation No. 32/POJK.04/2014: Regulates the planning and implementation of General Meetings of Shareholders for public companies, which may be relevant if the holding company plans to go public.
Law No. 8 of 1995 on Capital Markets: Relevant for holding companies that plan to go public or hold shares in public companies.
Minister of Law and Human Rights Regulation No. 4 of 2014: Provides detailed procedures for submission of company establishment applications and approval processes.
Law No. 11 of 2020 on Job Creation (Omnibus Law): Recent comprehensive law that amended various provisions affecting business establishment and operations, including changes to minimum capital requirements and simplification of business licensing.
Government Regulation No. 8 of 2021: Implements the authorized capital and establishment requirements for companies as modified by the Omnibus Law.
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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