Small Business Operating Agreement Template for Indonesia

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Key Requirements PROMPT example:

Small Business Operating Agreement

"I need a Small Business Operating Agreement for my new tech startup in Jakarta, which will be owned by three partners with different capital contributions, and we need specific provisions for intellectual property protection and future funding rounds planned for March 2025."

Document background
The Small Business Operating Agreement is a crucial document for enterprises operating in Indonesia's dynamic business environment. It is specifically designed to meet the requirements of Indonesian business law, including Law No. 40 of 2007 (Company Law) and Law No. 20 of 2008 (MSME Law). This agreement should be used when establishing or formalizing the operations of a small business in Indonesia, whether it's a newly formed company or an existing business requiring formalization. The document covers essential aspects such as ownership structure, capital contributions, management responsibilities, profit distribution, and operational procedures. It includes provisions for compliance with local business regulations, licensing requirements, and tax obligations. The agreement is particularly important in the Indonesian context where clear documentation of business arrangements is required for various regulatory and practical purposes, including business licensing, banking relationships, and dispute resolution.
Suggested Sections

1. Parties: Identification of all members/owners entering into the agreement, including their full legal names, addresses, and tax identification numbers

2. Background: Context of the agreement, business purpose, and intention of the parties

3. Definitions: Clear definitions of key terms used throughout the agreement

4. Business Structure: Legal form of the business, registration details, and business domicile

5. Capital Contributions: Initial and subsequent capital contributions, valuation of non-cash contributions

6. Ownership and Profit Sharing: Distribution of ownership interests and profit-sharing arrangements

7. Management Structure: Roles, responsibilities, and decision-making processes

8. Operating Procedures: Day-to-day business operations, management policies, and procedures

9. Financial Management: Banking, accounting practices, fiscal year, and financial reporting requirements

10. Meetings and Voting: Procedures for conducting meetings and voting requirements

11. Transfer of Interests: Rules regarding the transfer of ownership interests and restrictions

12. Dispute Resolution: Procedures for resolving conflicts between members

13. Termination: Conditions and procedures for termination of the agreement

14. Governing Law: Specification of Indonesian law as governing law and jurisdiction

Optional Sections

1. Intellectual Property: Required when the business owns or develops intellectual property, defining ownership and usage rights

2. Non-Compete and Confidentiality: Added when protecting business secrets and preventing competition is crucial

3. Employee Management: Included when the business has or plans to have employees, outlining employment policies

4. Foreign Investment Provisions: Required when any members are foreign investors or foreign investment is anticipated

5. Online Business Operations: Needed for businesses conducting e-commerce or online services

6. Environmental Compliance: Required for businesses with environmental impact considerations

7. Special Licenses: Added when the business requires specific operational licenses or permits

Suggested Schedules

1. Schedule A - Member Details: Detailed information about each member including contact information and ownership percentages

2. Schedule B - Initial Capital Contributions: Itemized list of all initial capital contributions and their agreed valuations

3. Schedule C - Business Assets: Inventory of business assets and their ownership status

4. Schedule D - Operating Procedures: Detailed standard operating procedures and policies

5. Schedule E - Required Licenses: List of required business licenses and permits with their status

6. Appendix 1 - Business Plan: Initial business plan and projected financials

7. Appendix 2 - Specimen Signatures: Authorized signatures for business operations

8. Appendix 3 - Compliance Checklist: Checklist of regulatory compliance requirements under Indonesian law

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

Retail

Food and Beverage

Manufacturing

Technology

Professional Services

Agriculture

Tourism and Hospitality

E-commerce

Creative Industries

Trading

Construction

Education Services

Healthcare Services

Transportation and Logistics

Relevant Teams

Legal

Finance

Operations

Administration

Compliance

Corporate Secretariat

Risk Management

Business Development

Human Resources

Management

Relevant Roles

Business Owner

Managing Director

Legal Counsel

Chief Executive Officer

Chief Financial Officer

Operations Manager

Company Secretary

Compliance Officer

Business Development Manager

Finance Manager

Administrative Manager

Human Resources Manager

General Manager

Risk Manager

Industries
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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