The Memorandum and Articles of Association of an Entertainment Company serves as the fundamental constitutional document for entertainment businesses establishing themselves in Indonesia. This document is required under Law No. 40 of 2007 on Limited Liability Companies and must be executed before a public notary and approved by the Ministry of Law and Human Rights. It establishes the company's legal identity, governance structure, and operational framework, particularly addressing unique aspects of entertainment business operations. The document is essential for companies engaging in activities such as content creation, media production, performing arts, or digital entertainment, and must comply with both general corporate requirements and specific entertainment industry regulations. It's typically prepared during company formation but may be amended as the company evolves or regulatory requirements change.
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1. Name and Legal Status: States the company's full legal name and its status as a limited liability company under Indonesian law
2. Domicile: Specifies the company's registered address and principal place of business
3. Objects and Purposes: Details the business activities the company will engage in, specifically entertainment-related activities
4. Duration: States the period for which the company is established (usually indefinite)
5. Capital Structure: Details the authorized, issued, and paid-up capital of the company
6. Shares: Specifies share classifications, rights, and transfer restrictions
7. General Meeting of Shareholders: Procedures for conducting shareholder meetings and voting rights
8. Board of Directors: Composition, appointment, duties, and authorities of directors
9. Board of Commissioners: Composition, appointment, duties, and authorities of commissioners
10. Annual Reports and Distribution of Profits: Procedures for financial reporting and dividend distribution
11. Dissolution and Liquidation: Procedures for company dissolution and asset distribution
1. Intellectual Property Rights: Special provisions for managing and protecting entertainment content and creative assets
2. Content Creation and Distribution: Specific rules for content production and distribution channels
3. Foreign Ownership Provisions: Required if the company has or plans to have foreign shareholders
4. Artist and Talent Management: Specific provisions for managing entertainment talent if applicable
5. Digital Rights Management: Provisions for managing digital content and online distribution
6. Branch Offices: Provisions for establishing and managing branch offices or studios
7. Special Rights Shares: Provisions for special voting rights or golden shares if applicable
1. Schedule 1: Initial Shareholders: List of founding shareholders with their respective shareholdings
2. Schedule 2: Share Capital Details: Detailed breakdown of share classes and their associated rights
3. Schedule 3: Board Members: Initial composition of Board of Directors and Board of Commissioners
4. Schedule 4: Business Activities: Detailed KBLI (Indonesian Business Classification) codes for entertainment activities
5. Schedule 5: Intellectual Property Assets: List of initial IP assets owned by the company
6. Appendix A: Shareholders' Initial Contributions: Details of initial capital contributions by each shareholder
7. Appendix B: Corporate Governance Guidelines: Detailed procedures for corporate governance
8. Appendix C: License Requirements: List of required entertainment and business licenses
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