The Company Agreement serves as the foundational document for establishing and operating a business entity in Indonesia. It is required under Indonesian law, specifically Law No. 40 of 2007 on Limited Liability Companies, and must be prepared and executed before a notary public. This document is essential when founding a new company or restructuring an existing one, as it defines the company's legal identity, ownership structure, and governance framework. The Company Agreement must address mandatory elements required by Indonesian corporate law, including capital structure, shareholder rights, management composition, and decision-making procedures. It forms the basis for company registration with the Ministry of Law and Human Rights and is crucial for obtaining necessary business licenses through the Online Single Submission (OSS) system. The agreement must be drafted in the Indonesian language and requires careful consideration of both local legal requirements and specific business needs.
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1. Parties: Identification of all shareholders/founders and their complete details as required by Indonesian law
2. Background: Context of the agreement, purpose of company formation, and intentions of the parties
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Company Name and Domicile: Official company name, registered address, and business locations
5. Purpose and Objectives: Company's business activities and objectives aligned with Indonesian Standard Industrial Classification
6. Capital Structure: Details of authorized, issued, and paid-up capital, share classifications and values
7. Shares and Share Certificates: Rights attached to shares, share transfer procedures, and share certificate regulations
8. General Meeting of Shareholders: Procedures for conducting GMS, voting rights, and quorum requirements
9. Board of Directors and Board of Commissioners: Composition, appointment, duties, and authorities of company management
10. Financial Year and Annual Reports: Financial year definition, reporting obligations, and dividend policies
11. Dissolution and Liquidation: Procedures for company dissolution and asset distribution
12. Governing Law and Dispute Resolution: Choice of law and dispute resolution mechanisms
13. Miscellaneous Provisions: Standard clauses including notices, amendments, and severability
1. Shareholder Loans: Terms for shareholder financing, applicable when shareholders plan to provide company funding
2. Share Transfer Restrictions: Detailed right of first refusal and tag-along/drag-along rights, used for closely held companies
3. Non-Competition and Confidentiality: Restrictions on competitive activities and information sharing, important for companies with trade secrets
4. Employee Share Ownership Plan: Framework for employee share schemes, if company plans to implement such programs
5. Foreign Investment Provisions: Special provisions required for companies with foreign investment
6. Corporate Social Responsibility: CSR obligations and implementation, mandatory for companies in natural resources sector
7. Intellectual Property Rights: IP ownership and protection clauses, essential for technology or brand-focused companies
1. Share Capital and Shareholding Details: Detailed breakdown of shareholding structure and capital contributions
2. Board and Management Structure: Complete list of directors, commissioners, and their specific roles
3. Business License Details: Copies and details of all business licenses and permits
4. Company Regulations: Internal company policies and operational procedures
5. Deed of Establishment: Copy of the company's deed of establishment and its amendments
6. Specimen Signatures: Authorized signatures of all relevant parties
7. List of Assets: Inventory of company assets and their values at establishment
8. Corporate Structure Chart: Visual representation of company ownership and group structure
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