Memorandum And Articles Of Association Constitution Template for Indonesia

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Key Requirements PROMPT example:

Memorandum And Articles Of Association Constitution

"I need a Memorandum and Articles of Association Constitution for a technology startup with foreign investment (60% Singapore ownership) to be established in Jakarta by March 2025, with provisions for virtual shareholder meetings and multiple share classes."

Document background
The Memorandum and Articles of Association Constitution is a mandatory legal document required when establishing a limited liability company (Perseroan Terbatas/PT) in Indonesia. This document is essential for company registration and must comply with Law No. 40 of 2007 on Limited Liability Companies. It contains crucial information about the company's identity, purpose, capital structure, management framework, and operational rules. The document must be drafted in Indonesian language and executed before a public notary, after which it requires approval from the Ministry of Law and Human Rights. It serves as the primary reference for corporate governance, shareholder rights, and company operations, establishing the foundation for all future corporate actions and decision-making processes. This document is particularly important for both domestic and foreign investment scenarios, as it must align with Indonesia's investment regulations and business field restrictions.
Suggested Sections

1. Preamble: Formal introduction stating the document type, company name, and date of execution

2. Article 1 - Name and Domicile: Company name and registered address details

3. Article 2 - Duration: Period of establishment (typically unlimited)

4. Article 3 - Purpose and Objectives: Company's business activities and objectives aligned with Indonesian Standard Industrial Classification (KBLI)

5. Article 4 - Capital Structure: Authorized, issued, and paid-up capital details, including share classifications and values

6. Article 5 - Shares: Share rights, transfer restrictions, and share certificates regulations

7. Article 6 - General Meeting of Shareholders: Procedures for conducting GMS, voting rights, quorum requirements

8. Article 7 - Board of Directors: Composition, appointment, duties, and authorities of directors

9. Article 8 - Board of Commissioners: Composition, appointment, duties, and authorities of commissioners

10. Article 9 - Annual Reports and Profit Distribution: Financial reporting requirements and dividend distribution procedures

11. Article 10 - Dissolution and Liquidation: Procedures for company dissolution and liquidation

12. Closing Provisions: Final clauses including governing law and dispute resolution

Optional Sections

1. Article on Share Buy-Back: Include when the company wants to have specific provisions for share repurchase procedures

2. Article on Corporate Social Responsibility: Required for companies dealing with natural resources but optional for others

3. Article on Electronic GMS: Include if the company wants to allow virtual shareholder meetings

4. Article on Multiple Share Classes: Include when the company has different classes of shares with varying rights

5. Article on Reserved Matters: Include when certain decisions require special approval from specific shareholders

6. Article on Tag-Along Rights: Include for companies with minority shareholder protections

7. Article on Deadlock Resolution: Include when specific procedures for resolving shareholder disputes are desired

Suggested Schedules

1. Schedule 1 - Details of Founders: Complete information about company founders including ID/passport numbers and addresses

2. Schedule 2 - Share Capital Structure: Detailed breakdown of share capital, shareholding percentages, and share numbers

3. Schedule 3 - Initial Board Composition: Details of first appointed directors and commissioners

4. Schedule 4 - Company Activities: Detailed KBLI codes and descriptions of permitted business activities

5. Appendix A - Shareholder Registry: Initial shareholder registry template

6. Appendix B - Share Certificate Template: Format and content of share certificates

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

Manufacturing

Technology

Financial Services

Retail

Mining

Agriculture

Construction

Healthcare

Education

Transportation

Hospitality

Real Estate

Professional Services

Energy

Telecommunications

Media and Entertainment

Consumer Goods

Industrial Services

Infrastructure

Export-Import

Relevant Teams

Legal

Corporate Secretarial

Compliance

Corporate Governance

Board of Directors

Board of Commissioners

Corporate Affairs

Regulatory Affairs

Investment

Finance

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Director

Corporate Lawyer

Compliance Officer

Board Director

Commissioner

Chief Legal Officer

Corporate Governance Officer

Managing Director

Legal Counsel

Investment Director

Chief Financial Officer

Corporate Affairs Director

Regulatory Compliance Manager

General Counsel

Company Director

Corporate Secretary

Industries
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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