The Incorporation Agreement serves as the foundational document for establishing a new company in Indonesia, governed by Law No. 40 of 2007 on Limited Liability Companies and related regulations. This document is essential when two or more parties wish to formally establish a company, defining their rights, obligations, and ownership structure. The agreement must be executed before an Indonesian notary public and includes crucial details about share capital, management structure, operational framework, and shareholder relationships. It forms part of the company registration process with the Ministry of Law and Human Rights and must comply with Indonesia's Online Single Submission (OSS) system requirements. The Incorporation Agreement typically precedes the issuance of the company's deed of establishment and articles of association, making it a critical document in the company formation process.
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1. Parties: Identifies and provides details of all founding shareholders/parties entering into the incorporation agreement
2. Background: Sets out the context and intention of the parties to establish a new company
3. Definitions: Defines key terms used throughout the agreement
4. Company Formation: Details of the company being established, including name, domicile, and business objectives
5. Share Capital: Specifies authorized capital, issued capital, and paid-up capital amounts
6. Share Subscription: Details of initial share distribution among founding shareholders
7. Management Structure: Establishes the Board of Directors and Board of Commissioners structure
8. General Meeting of Shareholders: Rules and procedures for conducting shareholder meetings
9. Financial Matters: Financial year, accounting records, and dividend policies
10. Transfer of Shares: Procedures and restrictions for future share transfers
11. Confidentiality: Obligations regarding company and shareholder confidential information
12. Term and Termination: Duration of the agreement and termination provisions
13. Governing Law: Confirms Indonesian law as governing law and jurisdiction
14. Dispute Resolution: Mechanisms for resolving disputes between shareholders
15. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Pre-emptive Rights: Detailed provisions giving existing shareholders first right to purchase shares being sold
2. Tag-Along Rights: Rights of minority shareholders to join in sale of shares by majority shareholders
3. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale of shares
4. Non-Competition: Restrictions on shareholders engaging in competing businesses
5. Intellectual Property: Provisions regarding ownership and use of IP if relevant to the business
6. Foreign Investment Provisions: Special provisions required when foreign shareholders are involved
7. Deadlock Resolution: Specific procedures for resolving shareholder deadlocks
8. Reserved Matters: List of decisions requiring special/unanimous shareholder approval
1. Schedule 1 - Company Details: Detailed information about the company including registered address, business activities, and registration numbers
2. Schedule 2 - Share Capital Structure: Detailed breakdown of shareholding structure including share classes and values
3. Schedule 3 - Shareholders' Information: Detailed information about each shareholder including contact details and shareholding
4. Schedule 4 - Board Composition: Details of initial Board of Directors and Board of Commissioners members
5. Schedule 5 - Business Plan: Initial business plan and capital expenditure requirements
6. Appendix A - Form of Shareholders' Resolution: Template for shareholders' resolutions
7. Appendix B - Form of Share Certificate: Template for share certificates
8. Appendix C - Articles of Association: Full text of the company's Articles of Association
9. Appendix D - Corporate Governance Guidelines: Detailed corporate governance procedures and policies
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology
Financial Services
Retail
Healthcare
Agriculture
Mining
Construction
Education
Transportation
Food and Beverage
Real Estate
Professional Services
Energy
Telecommunications
E-commerce
Tourism
Media and Entertainment
Relevant Teams
Legal
Corporate Secretariat
Board of Directors
Board of Commissioners
Compliance
Finance
Corporate Affairs
Investment Relations
Corporate Development
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Secretary
Legal Counsel
Company Director
Board Member
Commissioner
Corporate Lawyer
Investment Manager
Compliance Officer
Business Development Director
Company Founder
Managing Director
Shareholder Relations Manager
Corporate Governance Officer
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