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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."
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
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
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
Annual General Meeting of Shareholders (RUPS Tahunan)
Articles of Association (Anggaran Dasar)
Authorized Capital (Modal Dasar)
Board of Commissioners (Dewan Komisaris)
Board of Directors (Direksi)
Business Day
Company (Perseroan)
Company Law
Company Register
Company Secretary
Electronic GMS
Extraordinary General Meeting of Shareholders (RUPS Luar Biasa)
Financial Year
General Meeting of Shareholders (RUPS)
Independent Commissioner
Issued Capital (Modal Ditempatkan)
Laws and Regulations
Majority Shareholder
Ministry of Law and Human Rights
Minority Shareholder
Paid-up Capital (Modal Disetor)
President Commissioner
President Director
Public Notary
Quorum
Register of Shareholders
Related Party
Share
Share Certificate
Shareholder
Simple Majority
Special Meeting
Special Resolution
Subsidiary
Super Majority
Transfer of Rights
Voting Rights
Written Resolution
Duration of Establishment
Purpose and Objectives
Business Activities
Share Capital
Share Classification
Share Issuance
Share Transfer
Share Certificates
Shareholders Register
General Meeting of Shareholders
Voting Rights
Meeting Procedures
Board of Directors Appointment
Directors' Powers and Duties
Board of Commissioners Appointment
Commissioners' Powers and Duties
Financial Year
Annual Reports
Profit Distribution
Dividends
Reserve Funds
Amendment of Articles
Merger and Acquisition
Corporate Actions
Shareholder Rights
Pre-emptive Rights
Transfer Restrictions
Board Meetings
Corporate Governance
Conflict of Interest
Reporting Requirements
Notices
Dispute Resolution
Dissolution
Liquidation
Governing Law
Compliance
Transitional Provisions
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
Legal
Corporate Secretarial
Compliance
Corporate Governance
Board of Directors
Board of Commissioners
Corporate Affairs
Regulatory Affairs
Investment
Finance
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
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