Incorporation Agreement Template for Indonesia

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Key Requirements PROMPT example:

Incorporation Agreement

"I need an Incorporation Agreement for an Indonesian technology startup launching in March 2025, with three founding shareholders (two foreign investors and one local partner) and an initial capital of IDR 10 billion, including special provisions for technology IP protection and foreign ownership compliance."

Document background

The Incorporation Agreement serves as the foundational document for establishing a new company in Indonesia, governed by Law No. 40 of 2007 on Limited Liability Companies and related regulations. This document is essential when two or more parties wish to formally establish a company, defining their rights, obligations, and ownership structure. The agreement must be executed before an Indonesian notary public and includes crucial details about share capital, management structure, operational framework, and shareholder relationships. It forms part of the company registration process with the Ministry of Law and Human Rights and must comply with Indonesia's Online Single Submission (OSS) system requirements. The Incorporation Agreement typically precedes the issuance of the company's deed of establishment and articles of association, making it a critical document in the company formation process.

Suggested Sections

1. Parties: Identifies and provides details of all founding shareholders/parties entering into the incorporation agreement

2. Background: Sets out the context and intention of the parties to establish a new company

3. Definitions: Defines key terms used throughout the agreement

4. Company Formation: Details of the company being established, including name, domicile, and business objectives

5. Share Capital: Specifies authorized capital, issued capital, and paid-up capital amounts

6. Share Subscription: Details of initial share distribution among founding shareholders

7. Management Structure: Establishes the Board of Directors and Board of Commissioners structure

8. General Meeting of Shareholders: Rules and procedures for conducting shareholder meetings

9. Financial Matters: Financial year, accounting records, and dividend policies

10. Transfer of Shares: Procedures and restrictions for future share transfers

11. Confidentiality: Obligations regarding company and shareholder confidential information

12. Term and Termination: Duration of the agreement and termination provisions

13. Governing Law: Confirms Indonesian law as governing law and jurisdiction

14. Dispute Resolution: Mechanisms for resolving disputes between shareholders

15. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability

Optional Sections

1. Pre-emptive Rights: Detailed provisions giving existing shareholders first right to purchase shares being sold

2. Tag-Along Rights: Rights of minority shareholders to join in sale of shares by majority shareholders

3. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale of shares

4. Non-Competition: Restrictions on shareholders engaging in competing businesses

5. Intellectual Property: Provisions regarding ownership and use of IP if relevant to the business

6. Foreign Investment Provisions: Special provisions required when foreign shareholders are involved

7. Deadlock Resolution: Specific procedures for resolving shareholder deadlocks

8. Reserved Matters: List of decisions requiring special/unanimous shareholder approval

Suggested Schedules

1. Schedule 1 - Company Details: Detailed information about the company including registered address, business activities, and registration numbers

2. Schedule 2 - Share Capital Structure: Detailed breakdown of shareholding structure including share classes and values

3. Schedule 3 - Shareholders' Information: Detailed information about each shareholder including contact details and shareholding

4. Schedule 4 - Board Composition: Details of initial Board of Directors and Board of Commissioners members

5. Schedule 5 - Business Plan: Initial business plan and capital expenditure requirements

6. Appendix A - Form of Shareholders' Resolution: Template for shareholders' resolutions

7. Appendix B - Form of Share Certificate: Template for share certificates

8. Appendix C - Articles of Association: Full text of the company's Articles of Association

9. Appendix D - Corporate Governance Guidelines: Detailed corporate governance procedures and policies

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Manufacturing

Technology

Financial Services

Retail

Healthcare

Agriculture

Mining

Construction

Education

Transportation

Food and Beverage

Real Estate

Professional Services

Energy

Telecommunications

E-commerce

Tourism

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Board of Directors

Board of Commissioners

Compliance

Finance

Corporate Affairs

Investment Relations

Corporate Development

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Secretary

Legal Counsel

Company Director

Board Member

Commissioner

Corporate Lawyer

Investment Manager

Compliance Officer

Business Development Director

Company Founder

Managing Director

Shareholder Relations Manager

Corporate Governance Officer

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