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Certificate of Incorporation
I need a Certificate of Incorporation for a new private limited company in Indonesia, detailing the company's name, registered office address, business activities, and initial directors and shareholders, in compliance with Indonesian corporate law. The document should also include the company's authorized share capital and any specific articles of association provisions.
What is a Certificate of Incorporation?
A Certificate of Incorporation proves that your business exists legally in Indonesia. This official document, issued by the Ministry of Law and Human Rights, shows that your company has completed the formal registration process and can now operate as a legal entity under Indonesian law.
Business owners need this certificate to open company bank accounts, apply for licenses, and sign contracts. It contains key details about your company: the official name, registration number, business address, founding date, and core business activities. Under Indonesian Company Law No. 40/2007, maintaining this certificate is mandatory for all registered corporations (Perseroan Terbatas) operating in the country.
When should you use a Certificate of Incorporation?
You need your Certificate of Incorporation ready when dealing with banks, government agencies, or business partners in Indonesia. It's your proof of legal existence鈥攅ssential for opening corporate bank accounts, bidding on government contracts, applying for business licenses, or signing major commercial agreements.
Keep this certificate accessible during tax filings, annual reporting, and company audits. Indonesian regulators and potential investors often request it during due diligence. For international business, you'll need it to register for import-export permits, establish foreign partnerships, or prove your company's legal status to overseas clients. Many business opportunities simply won't move forward without this foundational document.
What are the different types of Certificate of Incorporation?
- Letter Of Incorporation: Basic registration document for small businesses and startups, containing minimal required information.
- Company Registration Certificate: Standard form used by most private limited companies (PT), including detailed business scope.
- Articles Of Incorporation And Certificate Of Incorporation: Comprehensive package combining registration and company bylaws.
- Nonprofit Certificate Of Incorporation: Specialized version for charitable organizations and foundations (Yayasan).
- Amended Certificate Of Incorporation: Updated version reflecting company changes like name, structure, or capital.
Who should typically use a Certificate of Incorporation?
- Business Founders: Request and maintain the Certificate of Incorporation when establishing their PT (Perseroan Terbatas) or other business entity in Indonesia.
- Company Directors: Use the certificate for corporate transactions, regulatory compliance, and proving their authority to act for the company.
- Ministry of Law Officials: Review applications and issue official Certificates of Incorporation after verifying compliance with Indonesian company law.
- Corporate Lawyers: Help prepare documentation and guide clients through the incorporation process.
- Banks and Business Partners: Require the certificate to verify a company's legal status before opening accounts or signing contracts.
How do you write a Certificate of Incorporation?
- Company Details: Prepare official company name, business address, tax ID number (NPWP), and detailed business activities.
- Ownership Structure: Gather shareholders' information, including names, addresses, ID numbers, and shareholding percentages.
- Capital Information: Document authorized, issued, and paid-up capital amounts in Indonesian Rupiah.
- Director Information: Compile full names, addresses, and ID numbers of all directors and commissioners.
- Supporting Documents: Collect deed of establishment, bank statements proving capital deposit, and domicile letter.
- Online Submission: Register through OSS (Online Single Submission) system with complete documentation for faster processing.
What should be included in a Certificate of Incorporation?
- Company Identity: Full legal name, registration number (NIB), and principal business address in Indonesia.
- Business Purpose: Clear statement of authorized business activities aligned with KBLI codes.
- Capital Structure: Authorized, issued, and paid-up capital amounts, including shareholder distribution.
- Management Details: Names and roles of directors and commissioners with their respective authorities.
- Legal Format: Company type specification (PT, Tbk, or other legal entity forms).
- Official Validation: Ministry of Law approval number, issuance date, and electronic signature.
- Compliance Statement: Declaration of conformity with Company Law No. 40/2007.
What's the difference between a Certificate of Incorporation and an Articles of Incorporation?
The Certificate of Incorporation is often confused with the Articles of Incorporation, but they serve distinct purposes in Indonesian business law. Here are the key differences:
- Legal Status: The Certificate of Incorporation is the government-issued proof of your company's existence, while Articles of Incorporation outline your company's internal rules and structure.
- Timing: Articles must be prepared and submitted first, then the Certificate is issued after official approval.
- Content Scope: The Certificate contains basic registration details, while Articles include comprehensive operational guidelines, voting rights, and management structures.
- Modification Process: Changing Articles requires shareholder approval and Ministry notification, but the Certificate only changes when core company details (name, status) are officially altered.
- Usage Context: The Certificate proves legal existence to third parties, while Articles guide internal governance and stakeholder relationships.
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