Articles of Organization For a Domestic Limited Liability Company are essential incorporation documents required for establishing a limited liability company (PT) in Indonesia. This document serves as the company's constitutional charter and must comply with Law No. 40 of 2007 on Limited Liability Companies and related regulations. It contains crucial information about the company's identity, including its name, domicile, capital structure, management framework, and business objectives. The document must be prepared in Bahasa Indonesia and executed before an Indonesian notary public, who will submit it to the Ministry of Law and Human Rights for approval. Once approved, it becomes the foundational document governing the company's operations and internal affairs, establishing rights and obligations of shareholders, and defining the company's management structure. This document is particularly important as it serves as the primary reference point for corporate governance throughout the company's existence and is required for various corporate actions, including business licensing, banking relationships, and corporate transactions.
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1. Name and Domicile: Full company name, abbreviation if any, and the official domicile of the company within Indonesia
2. Purpose and Objectives: Detailed description of business activities and objectives in accordance with Indonesian Standard Industrial Classification (KBLI)
3. Duration: Period of establishment of the company (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, share transfer procedures, and share ownership requirements
6. Management Structure: Composition, duties, authorities, and procedures for appointment of Board of Directors (Direksi) and Board of Commissioners (Dewan Komisaris)
7. General Meeting of Shareholders: Procedures for conducting GMS, voting rights, quorum requirements, and decision-making processes
8. Financial Year and Annual Reports: Specification of financial year period and requirements for financial reporting
9. Use of Profits and Dividend Distribution: Procedures for profit allocation and dividend distribution
10. Dissolution and Liquidation: Procedures and conditions for company dissolution and liquidation
1. Corporate Social Responsibility: Include when the company wants to explicitly state its commitment to CSR activities
2. Branch Offices: Include when the company plans to establish branch offices or representative offices
3. Special Rights to Shares: Include when there are special rights attached to certain share classes
4. Mandatory Conversion of Shares: Include when there are provisions for mandatory conversion of certain share classes
5. Electronic GMS Provisions: Include when the company wants to explicitly allow for virtual shareholder meetings
6. Foreign Worker Employment: Include when the company plans to employ foreign workers
1. Details of Founders: Complete information about company founders including identification, addresses, and initial share subscription
2. Share Ownership Structure: Detailed breakdown of shareholding percentages and share classes
3. Initial Board Composition: Details of initial appointments to Board of Directors and Board of Commissioners
4. Business Activities: Detailed KBLI codes and descriptions of permitted business activities
5. Capital Contribution Schedule: Timeline and method of initial capital contribution by shareholders
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