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Certificate of Authority Template for Indonesia

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Certificate of Authority

I need a Certificate of Authority to authorize a representative to act on behalf of our company in legal and financial matters, including signing contracts and managing bank transactions, with a validity period of one year and the option for renewal.

What is a Certificate of Authority?

A Certificate of Authority lets your company legally conduct business in Indonesia through an authorized representative. This official document proves that a specific person has the power to sign documents, make decisions, and handle transactions on behalf of the organization. It's commonly used when dealing with government agencies, banks, or signing major contracts.

Under Indonesian corporate law, businesses need this certificate to show who can legally bind the company. Banks and regulatory bodies like OJK (Financial Services Authority) often request it before processing important transactions or applications. The document typically includes the representative's name, position, scope of authority, and any specific limitations on their powers.

When should you use a Certificate of Authority?

Your company needs a Certificate of Authority when opening bank accounts, signing major contracts, or dealing with Indonesian government agencies. It's essential for situations where you're delegating someone to act on behalf of the company, especially during business expansion, property transactions, or regulatory filings with OJK.

Get this certificate ready before starting important negotiations or applying for business permits. Having it prepared saves time when opportunities arise and prevents delays in critical transactions. Indonesian banks and regulatory bodies often require this document as part of their due diligence process, particularly for high-value dealings or when establishing new business relationships.

What are the different types of Certificate of Authority?

  • General Corporate Certificate: The standard form used for most business transactions, listing basic signatory powers and company details.
  • Limited-Scope Certificate: Restricts authority to specific transactions or time periods, common for special projects or temporary arrangements.
  • Banking Authority Certificate: Specifically formatted for financial institutions, detailing authorized signatories for accounts and banking transactions.
  • Board Resolution Certificate: Combines proof of authority with board approval, often required for major corporate decisions.
  • Representative Office Certificate: Tailored for foreign companies operating representative offices in Indonesia, with specific powers defined by investment regulations.

Who should typically use a Certificate of Authority?

  • Corporate Directors: Issue and sign Certificates of Authority to delegate powers to specific individuals within their company.
  • Company Secretaries: Prepare and maintain these certificates as part of corporate documentation requirements.
  • Authorized Representatives: Receive authority through these certificates to conduct business transactions on behalf of the company.
  • Banks and Financial Institutions: Request and verify these certificates before processing major financial transactions.
  • Government Agencies: Rely on these certificates to confirm the legitimacy of business representatives during official proceedings.
  • Legal Counsel: Review and validate certificates to ensure compliance with Indonesian corporate law.

How do you write a Certificate of Authority?

  • Company Details: Gather complete legal name, registration number, and principal business address.
  • Representative Information: Collect authorized person's full name, position, ID number, and specific powers being granted.
  • Board Resolution: Prepare meeting minutes or board decision authorizing the delegation of authority.
  • Scope Definition: Clearly outline permitted activities, transaction limits, and duration of authority.
  • Documentation: Include copies of company registration, tax ID, and representative's identification.
  • Format Verification: Use our platform's templates to ensure compliance with Indonesian corporate law requirements.
  • Signatures: Arrange for proper execution by authorized board members and corporate seal application.

What should be included in a Certificate of Authority?

  • Company Header: Full legal name, registration number, and address of the company issuing authority.
  • Representative Details: Authorized person's complete identity information and official position.
  • Scope of Authority: Clear description of permitted actions, transaction limits, and validity period.
  • Legal Foundation: Reference to relevant board resolution or company statute granting authority.
  • Limitations: Specific restrictions or conditions on the representative's powers.
  • Signature Block: Space for directors' signatures, corporate seal, and date of execution.
  • Governing Law: Statement confirming Indonesian law jurisdiction and compliance.
  • Verification Method: Instructions for third parties to confirm authenticity.

What's the difference between a Certificate of Authority and a Letter of Authority?

A Certificate of Authority is often confused with a Letter of Authority, but they serve distinct purposes in Indonesian business law. While both documents delegate power, their scope and formality differ significantly.

  • Legal Weight: A Certificate of Authority is a formal corporate document with stronger legal standing, typically backed by board resolutions. A Letter of Authority is more informal and usually for specific, limited tasks.
  • Duration: Certificates typically grant long-term, ongoing authority for company operations. Letters usually cover short-term or one-time authorizations.
  • Verification Requirements: Certificates need corporate seals and often notarization for banking and government use. Letters generally require simpler verification.
  • Scope of Powers: Certificates detail comprehensive powers for business operations. Letters typically focus on specific transactions or limited responsibilities.

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