Articles of Incorporation Organization documents are essential for any business entity seeking to establish a formal presence in Indonesia. This foundational document must be prepared when incorporating a new company and requires careful consideration of various legal and regulatory requirements under Indonesian law, particularly Law No. 40 of 2007. The document contains crucial information about the company's structure, including its authorized capital, shareholding pattern, management framework, and business objectives. It must be drafted in Indonesian language, executed before a notary public, and submitted to the Ministry of Law and Human Rights for approval. The Articles of Incorporation serve as the primary reference point for corporate governance throughout the company's lifetime and may need amendments as the business evolves, subject to shareholder approval and regulatory requirements.
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1. Name and Domicile: Full legal name of the company, including PT designation, and official registered address of the company
2. Purpose and Objectives: Detailed description of business activities and scope of operations as per Indonesian Standard Industrial Classification (KBLI) codes
3. Duration: Period of establishment (typically unlimited)
4. Capital Structure: Details of authorized capital, issued capital, and paid-up capital, including number and value of shares
5. Shares: Classes of shares, rights attached to shares, and share transfer procedures
6. Board of Directors: Composition, appointment procedure, duties, authorities, and responsibilities of directors
7. Board of Commissioners: Composition, appointment procedure, duties, and authorities of commissioners
8. General Meeting of Shareholders: Procedures for conducting GMS, voting rights, and quorum requirements
9. Financial Year and Annual Reports: Specification of financial year period and requirements for financial reporting
10. Use of Profits and Dividend Distribution: Procedures for profit allocation and dividend distribution
11. Dissolution and Liquidation: Procedures and conditions for company dissolution and liquidation
1. Foreign Investment Provisions: Required when there are foreign shareholders, detailing compliance with Indonesian investment laws
2. Shareholder Loans: Include when shareholders will provide loans to the company, specifying terms and conditions
3. Branch Offices: Required when the company plans to establish branch offices
4. Corporate Social Responsibility: Required for companies dealing with natural resources or when specifically desired
5. Special Rights to Shares: Include when there are different classes of shares with special rights or privileges
6. Management Committee: Optional section for establishing additional management oversight structures
1. Details of Initial Subscribers: List of founding shareholders with their shareholding details and identification information
2. Share Capital Structure: Detailed breakdown of share classes, nominal values, and distribution
3. Business Activities: Complete list of KBLI codes and descriptions of permitted business activities
4. Initial Board Members: Details of first appointed directors and commissioners
5. Specimen of Share Certificates: Format and content of company share certificates
6. Company Logo and Seal: Official company logo and seal design if already prepared
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