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Memorandum & Articles Of Association Constitution By Laws

Memorandum & Articles Of Association Constitution By Laws Template for Indonesia

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Key Requirements PROMPT example:

Memorandum & Articles Of Association Constitution By Laws

"I need a Memorandum & Articles of Association Constitution By Laws for a new Indonesian technology startup company planning to seek foreign investment in March 2025, with provisions for multiple share classes and electronic shareholder meetings."

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Document background
The Memorandum & Articles of Association Constitution By Laws is a mandatory legal document required for company incorporation in Indonesia. It must be prepared in accordance with Law No. 40 of 2007 on Limited Liability Companies and related regulations, and must be executed before an Indonesian notary public. This document establishes the company's legal existence, defining its purpose, capital structure, management framework, and operational procedures. It serves as the primary reference for corporate governance, shareholder rights, and management responsibilities. The document requires approval from the Ministry of Law and Human Rights and may need additional provisions for foreign investment, specific business activities, or public companies. Any subsequent amendments must follow strict regulatory procedures and receive ministerial approval.
Suggested Sections

1. Name and Domicile: Company name, legal domicile, and duration of the company's existence

2. Purpose, Objectives and Business Activities: Detailed description of the company's business purposes and permitted activities

3. Capital Structure: Details of authorized, issued, and paid-up capital, including classes of shares if applicable

4. Shares: Provisions regarding share classifications, rights, transfer restrictions, and share certificates

5. General Meeting of Shareholders: Rules and procedures for conducting GMS, including notice requirements, quorum, and voting rights

6. Board of Directors: Composition, appointment, duties, authorities, and responsibilities of the Board of Directors

7. Board of Commissioners: Composition, appointment, duties, and authorities of the Board of Commissioners

8. Annual Report and Distribution of Profits: Provisions for financial reporting, dividend distribution, and reserve funds

9. Dissolution and Liquidation: Procedures and requirements for company dissolution and liquidation

10. Amendment of Articles of Association: Procedures for amending the constitutional documents

Optional Sections

1. Corporate Social Responsibility: Required for companies dealing with natural resources or when specifically mandated by regulations

2. Electronic General Meeting of Shareholders: Required if the company wishes to conduct virtual shareholder meetings

3. Independent Commissioners: Required for public companies and recommended for larger private companies

4. Audit Committee: Required for public companies and recommended for larger private companies

5. Share Buyback Provisions: Required if the company plans to conduct share buyback programs

6. Multiple Classes of Shares: Required if the company issues different classes of shares with varying rights

7. Foreign Investment Provisions: Required for companies with foreign ownership or investment

Suggested Schedules

1. Share Ownership Details: List of shareholders and their respective shareholdings

2. Initial Board Composition: Details of first appointed Board of Directors and Board of Commissioners

3. Company Address and Branches: List of company's registered address and any branch offices

4. Business License Details: Specific licenses and permits required for company operations

5. Shareholding Requirements: Specific requirements for shareholding percentages, especially for foreign investment

6. Corporate Structure Chart: Visual representation of company ownership and group structure

7. Special Power of Attorney: For document execution and company registration purposes

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

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alex.den.21@genieai.co
Relevant legal definitions
Articles of Association
Authorized Capital
Board of Commissioners
Board of Directors
Company
Company Law
Corporate Action
Dividend
Electronic General Meeting of Shareholders
Financial Year
General Meeting of Shareholders
Independent Commissioner
Issued Capital
Ministry of Law and Human Rights
Notary
Paid-up Capital
Public Company
Register of Shareholders
Securities
Share
Share Certificate
Shareholder
Special Meeting of Shareholders
State Gazette
Subsidiary
Transfer of Rights
Voting Rights
Written Resolution
Business Day
Affiliate
Capital Markets Law
Controlling Shareholder
Corporate Social Responsibility
Foreign Investment
Indonesian Territory
Legal Entity
Merger
Office of Company Registration
Quorum
Related Party
Reserve Fund
Share Classification
Spin-off
Unanimous Resolution
Clauses
Name and Domicile
Purpose and Objectives
Duration
Capital Structure
Share Issuance
Share Transfer
Share Certificates
Shareholder Rights
General Meetings
Voting Rights
Board Composition
Director Appointments
Commissioner Appointments
Management Powers
Corporate Governance
Financial Statements
Dividend Distribution
Reserve Funds
Annual Reports
Merger and Acquisition
Amendment Procedures
Dissolution
Liquidation
Dispute Resolution
Notices
Electronic Meetings
Corporate Actions
Share Buyback
Pre-emptive Rights
Quorum Requirements
Board Meetings
Conflict of Interest
Subsidiary Governance
Foreign Ownership
Environmental Compliance
Business Activities
Branch Establishment
Corporate Records
Seal Usage
Power of Attorney
Transitional Provisions
Relevant Industries

Manufacturing

Technology

Financial Services

Real Estate

Retail

Mining

Agriculture

Healthcare

Education

Transportation

Construction

Energy

Telecommunications

Professional Services

Tourism

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board Support

Risk Management

Corporate Affairs

Finance

Investment Relations

Executive Office

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Board Director

Commissioner

Chief Legal Officer

Corporate Governance Officer

Risk Management Officer

Chief Financial Officer

Investment Relations Manager

Corporate Affairs Director

Managing Director

Chairman of the Board

Industries
Law No. 40 of 2007 on Limited Liability Companies: The primary Indonesian company law that governs the establishment, operation, management, and dissolution of limited liability companies. This law provides the fundamental requirements for company articles of association.
Law No. 25 of 2007 on Investment: Regulates both domestic and foreign investment in Indonesia, including ownership restrictions and investment requirements that need to be reflected in the company's constitutional documents.
Minister of Law and Human Rights Regulation No. 4 of 2014: Provides detailed procedures for submission and validation of company establishment deeds, including specific requirements for articles of association.
Financial Services Authority (OJK) Regulation No. 15/POJK.04/2020: Governs planning and holding General Meetings of Shareholders, which must be addressed in the company's articles of association.
Indonesian Civil Code (Kitab Undang-undang Hukum Perdata): Contains basic provisions on contracts and legal entities that may affect certain provisions in the articles of association.
Law No. 13 of 2003 on Employment: Contains provisions that may need to be reflected in the constitutional documents regarding management positions and employee-related matters.
Government Regulation No. 29 of 2016: Regulates changes in authorized capital, which must be addressed in the articles of association.
Minister of Law and Human Rights Regulation No. 1 of 2016: Provides guidelines on the online company registration system and requirements for constitutional documents.
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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