The Articles of Incorporation and Certificate of Incorporation are essential documents required when establishing a new company in Indonesia or converting an existing business into a limited liability company (PT). These documents form the constitutional foundation of the company under Indonesian law, particularly Law No. 40 of 2007 on Limited Liability Companies. They contain crucial information about the company's identity, objectives, capital structure, and governance framework. The Articles of Incorporation must be drafted in Indonesian language and executed before a licensed Indonesian notary public, while the Certificate of Incorporation is issued by the Ministry of Law and Human Rights upon successful registration. These documents are necessary for various business activities, including opening bank accounts, obtaining licenses, and entering into contracts.
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1. Company Name and Domicile: Full legal name of the company, registered address, and operating locations
2. Purpose and Objectives: Business activities and scope of operations according to the Indonesian Standard Industrial Classification (KBLI)
3. Duration: Period of establishment (typically unlimited)
4. Capital Structure: Authorized, issued, and paid-up capital, number and classification of shares
5. Shares: Share classifications, rights, and transfer restrictions
6. General Meeting of Shareholders: Procedures for conducting GMS, voting rights, and quorum requirements
7. Board of Directors: Composition, appointment, duties, authorities, and responsibilities
8. Board of Commissioners: Composition, appointment, duties, and supervisory responsibilities
9. Annual Reports and Profit Distribution: Financial reporting requirements and dividend distribution policies
10. Dissolution and Liquidation: Procedures for company dissolution and asset distribution
1. Foreign Investment Provisions: Required for companies with foreign ownership, detailing compliance with Indonesian investment laws
2. Shareholders Agreement Integration: Used when incorporating terms from a separate shareholders agreement
3. Special Rights Shares: Required when creating different share classes with special rights or preferences
4. Environmental Responsibility: Required for companies in industries with environmental impact
5. Corporate Social Responsibility: Required for large companies or those using natural resources
6. Branch Office Provisions: Required when the company plans to establish branch offices
1. Shareholder Details: List of initial shareholders with their shareholding percentages and contribution details
2. Director and Commissioner Information: Personal details and documentation of initial board members
3. Business Activities: Detailed KBLI codes and descriptions of business activities
4. Capital Structure Details: Detailed breakdown of share classes, values, and numbers
5. Company Location Details: Complete address and property documentation of the company's locations
6. Required Licenses: List of licenses and permits required for company operations
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