The Certificate of Incorporation and Memorandum and Articles of Association is a mandatory document for establishing a limited liability company (PT) in Indonesia. This foundational document serves multiple crucial purposes: it legally establishes the company's existence, defines its business objectives, sets out its capital structure, and establishes the framework for corporate governance. It must strictly comply with Law No. 40 of 2007 and related regulations, requiring preparation by a public notary and approval from the Ministry of Law and Human Rights. The document is essential for any business seeking to operate as a formal legal entity in Indonesia and serves as the primary reference for shareholders, directors, and other stakeholders regarding the company's operations and governance structure.
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1. Company Identity and Basic Information: Details of company name, domicile, official address, and establishment date
2. Purpose and Objectives: Statement of company's business activities and objectives in accordance with the Indonesian Standard Industrial Classification (KBLI)
3. Capital Structure: Details of authorized capital, issued capital, and paid-up capital, including number and types of shares
4. Shareholders Information: Identity of founding shareholders, share distribution, and ownership details
5. Board Structure: Composition and details of the Board of Directors and Board of Commissioners
6. General Meeting of Shareholders: Rules and procedures for conducting GMS, voting rights, and quorum requirements
7. Shares and Share Certificates: Provisions regarding share classifications, rights, and transfer procedures
8. Management and Supervision: Duties, responsibilities, and authorities of the Board of Directors and Board of Commissioners
9. Financial Year and Annual Reports: Provisions on fiscal year, financial reporting, and dividend distribution
10. Dissolution and Liquidation: Procedures and conditions for company dissolution and liquidation
1. Special Rights Shares: Provisions for special rights attached to certain share classes, used when the company has multiple share classes
2. Foreign Ownership Provisions: Special provisions relating to foreign ownership limitations and requirements, included when foreign shareholders are involved
3. Corporate Social Responsibility: Specific provisions for CSR activities, required for companies in natural resources sectors
4. Shareholder Agreement Integration: References to separate shareholder agreements, included when such agreements exist
5. Branch Office Provisions: Rules for establishing and managing branch offices, included when company plans branch operations
1. Share Ownership Details: Detailed breakdown of shareholding structure and share certificates
2. Initial Board Members: List of initial appointments to Board of Directors and Board of Commissioners
3. Company Address Details: Complete details of registered office and any branch locations
4. Business Activities: Detailed list of business activities with KBLI codes
5. Capital Structure Details: Detailed breakdown of company's capital structure including share classes and values
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