The Memorandum of Association of a Company Limited by Shares 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. This document is used when establishing a new company or modifying an existing company's fundamental structure. It contains essential information about the company's identity, purpose, capital structure, shareholding arrangements, and governance framework. The document must be executed before a notary public and requires approval from the Ministry of Law and Human Rights. It serves as the company's constitutional document and provides the legal foundation for all corporate activities and relationships between shareholders, directors, and commissioners.
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1. Company Name and Domicile: Full legal name of the company, registered address, and duration of the company's existence
2. Purpose and Objectives: Company's business activities and scope of operations in accordance with KBLI (Indonesian Standard Industrial Classification)
3. Share Capital Structure: Details of authorized capital, issued capital, and paid-up capital, including number and types of shares
4. Shareholders: Identity of founding shareholders, number of shares subscribed, and value of participation
5. Board Structure: Composition and authority of the Board of Directors and Board of Commissioners
6. General Meeting of Shareholders: Provisions regarding GMS procedures, voting rights, and quorum requirements
7. Financial Year and Annual Reports: Stipulation of financial year period and requirements for financial reporting
8. Profit Distribution: Rules regarding dividend distribution and creation of mandatory reserves
9. Amendment of Articles: Procedures for amending the Memorandum of Association
10. Dissolution and Liquidation: Procedures for company dissolution and liquidation process
1. Share Transfer Restrictions: Include when shareholders want to implement specific restrictions on share transfers or pre-emptive rights
2. Tag-Along and Drag-Along Rights: Include for companies with multiple shareholders requiring specific exit mechanisms
3. Deadlock Resolution: Include when there are equal shareholdings or specific voting arrangements that could lead to deadlock
4. Intellectual Property Rights: Include when the company's business involves significant IP assets
5. Non-Competition and Confidentiality: Include when specific restrictions on shareholders' competing activities are required
6. Foreign Investment Provisions: Include when the company has or anticipates foreign investment
1. Share Ownership Details: Detailed breakdown of shareholding structure including share classes and numbers
2. Board Members' Information: Full details of initial Board of Directors and Board of Commissioners members
3. Business Activities: Detailed KBLI codes and descriptions of permitted business activities
4. Capital Contribution Schedule: Timeline and details of capital injection commitments
5. Specimen Share Certificates: Format and content of company share certificates
6. Company Regulations: Internal regulations and procedures not included in the main document
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