Memorandum Of Association Of A Company Limited By Shares Template for Indonesia

When establishing a limited liability company in Indonesia, you must prepare a Memorandum of Association as your company's primary constitutional document. This legal instrument defines your company's fundamental structure and serves as the foundation for all corporate operations under Indonesian law. The document is mandatory under Law No. 40 of 2007 on Limited Liability Companies and must meet specific legal requirements to ensure your company's valid incorporation.

When do you need this document?

You need a Memorandum of Association when incorporating any new limited liability company in Indonesia, whether for domestic or foreign investment purposes. The document is essential when establishing companies across all business sectors, from manufacturing and trading to services and technology. You'll also require this document when making fundamental changes to your existing company structure, such as altering the company's purpose, increasing authorized capital, or modifying shareholding arrangements. Foreign investors particularly need this document to comply with Investment Law No. 25 of 2007, which regulates ownership restrictions and minimum capital requirements for foreign-owned companies.

Key legal considerations

Your Memorandum of Association must include specific mandatory provisions to ensure legal compliance and operational clarity. The company name must be unique and comply with Indonesian naming conventions, while the business purpose must align with the Indonesian Standard Industrial Classification (KBLI) codes. Share capital structure requires careful attention, as you must specify authorized capital, issued capital, and paid-up capital amounts, ensuring compliance with minimum capital requirements under Government Regulation No. 29 of 2016. Shareholder information must be comprehensive, including full identification details and share ownership percentages. The governance structure section must clearly define roles and responsibilities of directors and commissioners, establishing proper corporate oversight mechanisms.

Legal requirements in Indonesia

Under Indonesian law, your Memorandum of Association must be executed before a licensed notary public and prepared in Indonesian language. The document requires approval from the Ministry of Law and Human Rights through their online system, typically taking 3-5 business days for processing. Foreign investors must comply with additional requirements under Investment Law, including demonstrating minimum investment amounts and obtaining necessary business licenses. The company's registered address must be a valid Indonesian address, and at least one director must be an Indonesian citizen or hold a valid work permit. All founding shareholders must provide complete identification documents, and foreign shareholders may face ownership restrictions depending on the business sector. The document must also specify the company's duration, which can be indefinite or for a specific period, and include provisions for share transfers and company dissolution procedures.