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Operating Agreement For Corporation

Operating Agreement For Corporation Template for Indonesia

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Key Requirements PROMPT example:

Operating Agreement For Corporation

"I need an Operating Agreement for Corporation for my Indonesian technology startup, which will have both local and Singapore-based shareholders, with planned Series A funding in March 2025; the agreement should include specific provisions for intellectual property protection and future investment rounds."

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Document background
The Operating Agreement For Corporation serves as the foundational document for corporations operating in Indonesia, establishing the framework for corporate governance and operations under Indonesian law. This document is essential when establishing a new corporation or updating the operational structure of an existing one, particularly when there are multiple shareholders or complex governance requirements. It must comply with Law No. 40 of 2007 on Limited Liability Companies and related regulations, including the recent Omnibus Law (Law No. 11 of 2020). The agreement details shareholder rights, management structures, capital arrangements, and operational procedures while incorporating specific Indonesian corporate law requirements such as the dual-board system with Board of Directors and Board of Commissioners.
Suggested Sections

1. Parties: Identification of all shareholders/members and the corporation itself

2. Background: Context of the agreement's formation and the corporation's establishment

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

4. Corporate Formation: Details of the corporation's establishment, registration, and purpose

5. Capital Structure: Share capital, classes of shares, and initial capitalization details

6. Management and Governance: Structure and powers of the Board of Directors and Board of Commissioners

7. Shareholders Rights and Obligations: Rights, responsibilities, and obligations of shareholders

8. Shareholders Meetings: Procedures for general meetings, voting rights, and quorum requirements

9. Transfer of Shares: Rules and procedures for share transfers, including pre-emptive rights

10. Financial Management: Financial reporting, audit requirements, and dividend distribution policies

11. Confidentiality: Protection of company and shareholder confidential information

12. Dispute Resolution: Procedures for resolving internal disputes and choice of forum

13. Term and Termination: Duration of the agreement and conditions for termination

14. General Provisions: Miscellaneous legal provisions including notices, amendments, and governing law

Optional Sections

1. Foreign Investment Provisions: Required when foreign shareholders are involved, addressing specific foreign investment requirements

2. Intellectual Property Rights: Needed when the corporation owns or develops significant IP assets

3. Non-Competition and Non-Solicitation: Added when specific competitive restrictions are needed for shareholders

4. Tag-Along and Drag-Along Rights: Included for corporations with multiple shareholders to facilitate future exits

5. Corporate Social Responsibility: Required for larger corporations or those in specific industries with CSR obligations

6. Environmental Compliance: Necessary for corporations operating in environmentally sensitive industries

7. Special Industry Regulations: Added for corporations in regulated industries like banking, mining, or healthcare

Suggested Schedules

1. Schedule 1 - Share Capital Details: Detailed breakdown of share ownership and capital structure

2. Schedule 2 - Board of Directors and Commissioners: List of initial directors and commissioners with their details

3. Schedule 3 - Reserved Matters: List of decisions requiring special approval from shareholders or board

4. Schedule 4 - Corporate Structure Chart: Visual representation of the corporate ownership structure

5. Schedule 5 - Initial Business Plan: Initial business objectives and operational plans

6. Appendix A - Articles of Association: Copy of the company's Articles of Association

7. Appendix B - Shareholder Particulars: Detailed information about each shareholder

8. Appendix C - Corporate Licenses and Permits: Copies of essential business licenses and permits

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Articles of Association
Board of Commissioners (Dewan Komisaris)
Board of Directors (Direksi)
Business Day
Business Plan
Capital Contribution
Commissioner
Company
Confidential Information
Director
Effective Date
Encumbrance
Financial Year
General Meeting of Shareholders (RUPS)
Governing Law
Initial Business Plan
Intellectual Property Rights
Material Adverse Change
Member
MOLHR
OSS System
Parties
PT (Perseroan Terbatas)
Related Party
Reserved Matters
Rupiah
Share Capital
Share Certificate
Shareholder
Shareholder Resolution
Shareholders Register
Shares
Subsidiary
Super Majority Vote
Transfer
Working Hours
Clauses
Incorporation
Capital Structure
Share Issuance
Share Transfer
Pre-emptive Rights
Shareholder Rights
Voting Rights
Board Composition
Management Authority
Corporate Governance
General Meetings
Financial Management
Dividend Distribution
Reserved Matters
Tag-Along Rights
Drag-Along Rights
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Dispute Resolution
Amendment
Termination
Force Majeure
Notices
Governing Law
Severability
Entire Agreement
Assignment
Compliance
Indemnification
Regulatory Reporting
Corporate Records
Business Operations
Decision Making
Shareholder Meetings
Board Meetings
Financial Reporting
Audit Rights
Exit Rights
Deadlock Resolution
Relevant Industries

Manufacturing

Technology

Financial Services

Retail

Real Estate

Mining and Resources

Agriculture

Healthcare

Education

Construction

Transportation and Logistics

Professional Services

Entertainment and Media

Hospitality and Tourism

Energy

Relevant Teams

Legal

Corporate Secretariat

Compliance

Board of Directors

Board of Commissioners

Executive Management

Corporate Governance

Shareholder Relations

Risk Management

Investment

Finance

Relevant Roles

Chief Executive Officer

Managing Director

Corporate Secretary

Legal Director

Compliance Officer

Board Member

Commissioner

Chief Financial Officer

Corporate Counsel

Shareholder Relations Manager

Risk Management Officer

Investment Director

Company Director

Head of Legal

Corporate Governance Officer

Industries
Law No. 40 of 2007 on Limited Liability Companies: The primary legislation governing corporate establishment, structure, management, and operations in Indonesia. It covers corporate governance, shareholder rights, board responsibilities, and corporate compliance requirements.
Indonesian Civil Code (Kitab Undang-undang Hukum Perdata): Provides the basic framework for contracts and agreements, including formation, validity, and enforcement of contractual obligations.
Law No. 25 of 2007 on Investment: Regulates both domestic and foreign investment in Indonesian companies, including ownership restrictions and investment requirements.
Law No. 13 of 2003 on Employment: Governs employment relationships, worker rights, and obligations that need to be considered in corporate operations.
Government Regulation No. 24 of 2018 on Online Single Submission: Regulates business licensing and registration procedures through the Online Single Submission (OSS) system.
Law No. 36 of 2008 on Income Tax: Provides the framework for corporate taxation, which needs to be considered in financial operations and profit distribution.
Law No. 11 of 2020 on Job Creation (Omnibus Law): Recent comprehensive law that amended various regulations affecting business operations, including corporate, labor, and licensing aspects.
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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