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A Charter Agreement outlines the legal basis and core operating rules for organizations in Indonesia. It serves as the foundational document between founding members, spelling out essential details like company objectives, ownership structure, and management responsibilities - similar to what Indonesians call "Akta Pendirian" for corporations.

Under Indonesian law, Charter Agreements must comply with regulations set by the Ministry of Law and Human Rights (Kemenkumham). The document plays a crucial role in business registration, helps prevent future disputes between stakeholders, and provides clear guidelines for decision-making processes. For foreign investors, it's particularly important as it establishes their rights and obligations within Indonesian corporate structures.

A Charter Agreement becomes essential when establishing a new business entity in Indonesia, particularly during the initial company registration with the Ministry of Law and Human Rights. Organizations need this document before opening bank accounts, applying for business licenses, or setting up operational facilities within Indonesian territory.

It's especially crucial when bringing in foreign investors, merging companies, or restructuring ownership. Many Indonesian startups draft Charter Agreements early to secure venture capital funding, as investors require clear documentation of governance structures and shareholder rights. The document also becomes vital during expansion phases, when adding new business activities or changing the company's fundamental structure.

• Basic Corporate Charter: Core version used by most Indonesian PT (Perseroan Terbatas) companies, focusing on fundamental business structure and operations
• Foreign Investment Charter: Enhanced version with special provisions for PMA (Penanaman Modal Asing) companies, including detailed foreign ownership structures
• Non-Profit Charter: Tailored for yayasan (foundations) and social organizations, emphasizing charitable purposes and governance
• Joint Venture Charter: Specialized agreement detailing partnership structures between domestic and international entities
• Special Industry Charter: Modified versions for regulated sectors like mining, banking, or insurance, incorporating industry-specific compliance requirements

• Company Founders: Draft and sign the initial Charter Agreement, setting core business objectives and ownership structure
• Corporate Lawyers: Ensure legal compliance, draft provisions, and handle registration with Indonesian authorities
• Board Members: Operate within the charter's framework and enforce its governance provisions
• Shareholders: Bound by ownership rules, voting rights, and transfer restrictions outlined in the charter
• Notary Public: Validates and certifies the Charter Agreement as required by Indonesian law
• Investment Partners: Review and rely on charter terms when considering business partnerships or funding

• Basic Information: Gather company name, business activities, registered address, and founding shareholders' details
• Capital Structure: Define authorized, issued, and paid-up capital amounts in Indonesian Rupiah
• Ownership Details: List all shareholders with their respective ownership percentages and contribution types
• Management Structure: Outline roles and responsibilities of directors and commissioners
• Business Objectives: Specify permitted business activities aligned with Indonesian KBLI codes
• Document Format: Use our platform's automated system to generate a legally-compliant Charter Agreement template
• Final Review: Cross-check all details against Ministry of Law requirements before notarization

• Company Identity: Full legal name, domicile, and duration of establishment
• Business Purpose: Detailed description of business activities aligned with KBLI codes
• Capital Structure: Authorized, issued, and paid-up capital amounts, share types and values
• Ownership Details: Shareholder information, including nationality and shareholding percentages
• Management Framework: Board structure, appointment procedures, and authority limits
• General Meeting Rules: Procedures for shareholder meetings and voting mechanisms
• Amendment Provisions: Process for future charter modifications
• Dissolution Terms: Procedures for company liquidation or termination

A Charter Agreement differs significantly from a Business Acquisition Agreement in Indonesian corporate law. While both are foundational business documents, they serve distinct purposes and are used at different stages of a company's lifecycle.

• Timing and Purpose: Charter Agreements establish a new company's existence and operating rules, while Business Acquisition Agreements facilitate the purchase of an existing business
• Legal Requirements: Charter Agreements must be notarized and registered with Kemenkumham, whereas Business Acquisition Agreements primarily focus on transaction terms between buyer and seller
• Scope of Content: Charter Agreements outline organizational structure and governance rules, while Business Acquisition Agreements detail purchase price, assets included, and transfer conditions
• Duration: Charter Agreements remain active throughout a company's existence, but Business Acquisition Agreements typically conclude once the transaction is complete
• Modification Process: Changes to Charter Agreements require formal amendments and regulatory approval, while Business Acquisition terms can be modified through mutual agreement of the parties