The Limited Liability Company Agreement is a fundamental document required for establishing and operating a Perseroan Terbatas (PT) in Indonesia. This document is essential when founding a new company or restructuring an existing one, providing the legal framework that governs the relationship between shareholders, directors, and commissioners. It must comply with Law No. 40 of 2007 on Limited Liability Companies and related regulations, including specific requirements for capital structure, corporate governance, and shareholder rights. The agreement is particularly crucial for companies with multiple shareholders, foreign investment components, or complex governance needs, as it establishes clear protocols for decision-making, share transfers, and dispute resolution. It serves as the primary reference document for corporate governance throughout the company's existence, subject to amendments as the business evolves.
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1. Parties: Identification of the founding shareholders and their complete details as required under Indonesian law
2. Background: Context of the company formation and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Company Name and Domicile: Official company name and registered address as per Ministry of Law and Human Rights approval
5. Purpose and Objectives: Company's business activities and objectives aligned with Indonesian Standard Industrial Classification (KBLI) codes
6. Capital Structure: Details of authorized, issued, and paid-up capital, nominal value per share, and share classifications
7. Shares and Share Certificates: Share rights, transfer restrictions, and share certificate procedures
8. General Meeting of Shareholders: Procedures for conducting GMS, voting rights, and quorum requirements
9. Board of Directors: Composition, appointment, duties, authorities, and responsibilities of directors
10. Board of Commissioners: Composition, appointment, duties, and responsibilities of commissioners
11. Annual Reports and Distribution of Profits: Requirements for financial reporting and dividend distribution
12. Dissolution and Liquidation: Procedures for company dissolution and asset distribution
13. Governing Law and Dispute Resolution: Choice of law and dispute resolution mechanisms
14. Notices: Methods and requirements for formal communications between parties
15. Amendment Procedures: Process for modifying the company agreement
1. Foreign Investment Provisions: Required for companies with foreign shareholders, detailing compliance with Indonesian investment laws
2. Shareholder Loans: Terms for shareholder financing if contemplated
3. Tag-Along and Drag-Along Rights: Special share transfer provisions for minority shareholder protection
4. Non-Competition and Non-Solicitation: Restrictions on competitive activities, used when shareholders have other business interests
5. Deadlock Resolution: Procedures for resolving shareholder disputes, particularly important for 50-50 ownership structures
6. Pre-emptive Rights: Detailed procedures for share issuance to existing shareholders
7. Share Transfer Restrictions: Additional transfer restrictions beyond statutory requirements
8. Corporate Social Responsibility: Required for companies in natural resources sectors or those choosing to formalize CSR commitments
1. Schedule 1 - Initial Shareholders and Shareholding Structure: Detailed breakdown of initial share ownership and classes of shares
2. Schedule 2 - Form of Share Certificate: Template for share certificates complying with Indonesian law requirements
3. Schedule 3 - Business Plan: Initial business plan and investment commitments
4. Schedule 4 - Board Rules: Detailed procedures for board meetings and decision-making
5. Schedule 5 - Reserved Matters: List of actions requiring special shareholder approval
6. Schedule 6 - Initial Officers: List of initial directors and commissioners with their details
7. Appendix A - Articles of Association: Complete Articles of Association in standard Indonesian format
8. Appendix B - Company Registration Documents: Copies of company registration documents and licenses
9. Appendix C - Specimen Signatures: Specimen signatures of authorized signatories
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