Multi Member Operating Agreement Template for Indonesia

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Key Requirements PROMPT example:

Multi Member Operating Agreement

"I need a Multi-Member Operating Agreement for a technology startup in Jakarta with three members (two local and one foreign investor), planning to commence operations in March 2025, with special attention to intellectual property protection and foreign investment compliance."

Document background
The Multi-Member Operating Agreement is a foundational document required when establishing or restructuring a multi-member limited liability company (PT) in Indonesia. It becomes necessary when two or more parties wish to formalize their business relationship under Indonesian law, particularly Law No. 40 of 2007 on Limited Liability Companies. The agreement comprehensively addresses company formation, capital structure, management arrangements, member rights and obligations, profit distribution, and dispute resolution mechanisms. It's especially crucial for companies with foreign investment, requiring careful consideration of Indonesia's foreign ownership restrictions and investment regulations. The document serves as both a regulatory compliance tool and a framework for sustainable business operations, providing clarity on governance and protecting member interests while maintaining flexibility for future business growth.
Suggested Sections

1. Parties: Identification of all members/parties to the agreement with their complete legal names and addresses

2. Background: Context of the agreement, including the intention to form and operate the company

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation

4. Company Formation: Details of company establishment, including name, purpose, principal place of business, and duration

5. Capital Structure: Details of capital contributions, shares/units allocation, and procedures for additional capital contributions

6. Members' Rights and Obligations: Comprehensive outline of members' voting rights, profit sharing, and responsibilities

7. Management Structure: Governance framework including appointment of directors, management roles, and decision-making processes

8. Meetings and Voting: Procedures for member meetings, voting requirements, and quorum specifications

9. Transfer of Interests: Rules and restrictions regarding the transfer of membership interests, including right of first refusal

10. Financial Affairs: Financial management, accounting practices, and distribution policies

11. Confidentiality: Provisions protecting company and member confidential information

12. Dispute Resolution: Procedures for resolving disputes between members or with the company

13. Termination and Dissolution: Circumstances and procedures for terminating the agreement or dissolving the company

14. General Provisions: Standard clauses including notices, amendments, governing law, and severability

Optional Sections

1. Foreign Investment Provisions: Required when there are foreign members, addressing compliance with Indonesian foreign investment laws

2. Intellectual Property Rights: Necessary when the company owns or develops significant IP assets

3. Non-Competition and Non-Solicitation: Added when members have competing business interests or access to sensitive information

4. Tag-Along and Drag-Along Rights: Important for companies planning future investment rounds or potential sale

5. Employee Matters: Required when members are also employees or when specific employment arrangements need to be addressed

6. Special Purpose Vehicle Provisions: Needed when the company is formed for a specific project or venture

7. Environmental Compliance: Required for businesses in sectors with environmental impact considerations

8. Related Party Transactions: Important when members have business relationships outside the company

Suggested Schedules

1. Schedule A - Initial Capital Contributions: Detailed breakdown of each member's initial capital contributions and corresponding ownership percentages

2. Schedule B - Members Information: Complete details of all members including contact information and authorized representatives

3. Schedule C - Business Plan: Initial business plan and strategic objectives of the company

4. Schedule D - Management Structure: Organizational chart and detailed management responsibilities

5. Schedule E - Reserved Matters: List of decisions requiring special approval or voting thresholds

6. Schedule F - Company Assets: Inventory of company's initial assets and their agreed values

7. Appendix 1 - Meeting Procedures: Detailed procedures for conducting member and management meetings

8. Appendix 2 - Valuation Methods: Agreed methods for valuing company shares or member interests

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

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Technology

Real Estate

Retail

Professional Services

Financial Services

Agriculture

Mining

Construction

Healthcare

Education

Hospitality

Transportation

E-commerce

Energy

Telecommunications

Relevant Teams

Legal

Corporate Secretariat

Compliance

Finance

Corporate Governance

Risk Management

Board of Directors

Executive Leadership

Investment Relations

Strategic Planning

Corporate Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Managing Director

Company Secretary

Corporate Counsel

Legal Director

Compliance Officer

Board Member

Commissioner

Investment Manager

Business Development Director

Shareholder Relations Manager

Corporate Governance Officer

Risk Management Officer

Industries
Law No. 40 of 2007 on Limited Liability Companies: The primary law governing the establishment, management, and operations of limited liability companies (Perseroan Terbatas/PT) in Indonesia. This law provides the fundamental legal framework for company structures and corporate governance.
Indonesian Civil Code (Kitab Undang-Undang Hukum Perdata): Contains basic principles of contract law and obligations that apply to all agreements in Indonesia, including formation, validity, and enforcement of contracts.
Law No. 25 of 2007 on Investment: Regulates both domestic and foreign investment in Indonesia, including restrictions on foreign ownership and investment requirements.
Law No. 13 of 2003 on Manpower: Governs employment relationships and labor practices, relevant for provisions regarding management and employee roles within the operating agreement.
Government Regulation No. 29 of 2016: Specifies the minimum capital requirements and paid-up capital for establishing a PT in Indonesia.
Law No. 37 of 2004 on Bankruptcy and Suspension of Debt Payment Obligations: Important for including provisions regarding member bankruptcy and company dissolution procedures.
Law No. 24 of 2007 on Limited Liability Company Documentation: Governs requirements for company documentation, record-keeping, and reporting obligations.
Presidential Regulation No. 44 of 2016: Details the Negative Investment List (DNI) which specifies business fields that are closed or conditionally open to foreign investment.
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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