By Laws and Articles of Incorporation are essential documents required for establishing and operating a company in Indonesia. These documents must be prepared when founding a new company or modifying an existing company's constitutional documents. They need to comply with Indonesian Law No. 40 of 2007 on Limited Liability Companies and various implementing regulations. The documents detail the company's foundation, including its name, domicile, objectives, capital structure, management framework, and operational procedures. They must be executed in notarial deed form in the Indonesian language and require approval from the Ministry of Law and Human Rights. The By Laws and Articles of Incorporation serve as the company's constitutional documents throughout its existence and form the basis for all corporate actions and governance decisions.
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Key Requirements PROMPT example:
By Laws And Articles Of Incorporation
"I need By Laws and Articles of Incorporation for a technology startup in Jakarta that will have foreign investors from Singapore, with provisions for electronic shareholder meetings and specific share classes for founder and investor shares, planned for incorporation in March 2025."
1. Company Identity: Legal name, domicile, and duration of the company's establishment
2. Purpose and Objectives: Company's business activities and goals in accordance with KBLI (Indonesian Standard Industrial Classification)
3. Capital Structure: Authorized, issued, and paid-up capital, number and classification of shares
4. Shares: Share classifications, rights, and transfer restrictions
5. General Meeting of Shareholders: Procedures, authority, quorum requirements, and voting mechanisms for GMS
6. Board of Directors: Appointment, duties, authorities, and responsibilities of directors
7. Board of Commissioners: Appointment, duties, authorities, and responsibilities of commissioners
8. Annual Reports and Financial Statements: Requirements for financial reporting and annual reports
9. Use and Distribution of Profits: Dividend policy and profit allocation procedures
10. Dissolution and Liquidation: Procedures for company dissolution and liquidation
1. Corporate Social Responsibility: Used when the company wants to formalize its commitment to CSR activities
2. Environmental Protection: Required for companies in industries with environmental impact
3. Specific Governance Committees: Used for establishing specialized committees like audit or nomination committees
4. Share Buy-back Provisions: Included for companies planning potential share repurchase programs
5. Electronic Meeting Provisions: Details for conducting virtual shareholder and board meetings
6. Shareholder Tag-along Rights: Include when minority shareholder protection is prioritized
7. Foreign Investment Provisions: Required when foreign ownership is involved
1. Initial Shareholding Structure: Details of initial shareholders and their respective shareholdings
2. Board Composition: Initial composition of Board of Directors and Board of Commissioners
3. Authorized Signatories: List of authorized signatories and their signing powers
4. Company Address Details: Complete registered office address and any branch offices
5. Business Activities: Detailed KBLI codes and descriptions of business activities
6. Share Certificate Specimen: Format and specifications of share certificates
7. Corporate Structure Chart: Organizational structure and reporting lines
Authors
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology
Financial Services
Real Estate
Mining
Agriculture
Retail
Healthcare
Education
Transportation
Energy
Construction
Hospitality
Professional Services
Media and Entertainment
Telecommunications
Relevant Teams
Legal
Corporate Secretarial
Compliance
Corporate Governance
Board of Directors
Executive Management
Risk Management
Corporate Affairs
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Company Secretary
Corporate Lawyer
Legal Counsel
Compliance Officer
Board Director
Commissioner
Chief Financial Officer
Corporate Governance Officer
Legal Director
Risk Management Officer
Investment Relations Manager
Corporate Affairs Director
Regulatory Compliance Manager
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By Laws And Articles Of Incorporation
Indonesian By Laws and Articles of Incorporation establishing a company's legal structure and governance framework under Indonesian Company Law.
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