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The Articles of Organization and Operating Agreement serves as the fundamental legal framework for establishing and operating a limited liability company in Indonesia. This document is essential when forming a new company or restructuring an existing one, combining statutory requirements with operational guidelines. It must comply with Indonesian Company Law (UU 40/2007) and related regulations, including specific provisions for foreign investment if applicable. The document details capital structure, governance mechanisms, shareholder rights, business activities (with KBLI codes), and management procedures. It's particularly crucial in Indonesia's unique business environment, which requires a dual-board structure and specific capital requirements. The agreement should be prepared by legal professionals familiar with Indonesian corporate law and must be executed before a notary public.

1. Parties: Identifies all members/owners of the LLC, including their full legal names, addresses, and citizenship status as required by Indonesian law

2. Background: States the intention to form a limited liability company under Indonesian law and outlines the basic purpose of the company

3. Definitions: Defines key terms used throughout the document, including Indonesian legal terminology

4. Company Formation: Details of company establishment, including company name, domicile, and duration

5. Business Purpose: Specific business activities the company will engage in, aligned with Indonesian business classification (KBLI) codes

6. Capital Structure: Details of authorized capital, issued capital, and paid-up capital as per Indonesian minimum capital requirements

7. Membership Interests: Distribution of ownership interests, including details of share certificates and shareholder registry

8. Management Structure: Governance structure including roles of directors (Direksi) and commissioners (Dewan Komisaris)

9. Members Meetings: Procedures for general meetings of shareholders (RUPS) including voting rights and quorum requirements

10. Transfer of Interests: Rules and restrictions regarding the transfer of ownership interests, including pre-emptive rights

11. Financial Affairs: Fiscal year, accounting methods, and distribution of profits/losses

12. Dissolution and Liquidation: Procedures for company dissolution and asset distribution

13. Governing Law: Explicit statement of Indonesian law as governing law and jurisdiction

14. Amendments: Procedures for amending the articles and operating agreement