Articles of Registration are required when establishing a new company in Indonesia or modifying an existing company's fundamental structure. This document, which must comply with Law No. 40 of 2007 and related regulations, serves as the company's constitutional charter and contains crucial information about the company's identity, purpose, capital structure, and governance framework. The Articles of Registration must be prepared in Bahasa Indonesia and notarized before submission to the Ministry of Law and Human Rights. They form part of the company's deed of establishment and are essential for obtaining necessary business licenses through Indonesia's Online Single Submission (OSS) system. The document remains relevant throughout the company's lifecycle and may require amendments as the company evolves or when regulations change.
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1. Name and Domicile: States the company's name and official registered address in Indonesia
2. Purpose, Objectives and Business Activities: Detailed description of the company's business purposes and activities according to the Indonesian Standard Industrial Classification (KBLI)
3. Duration: Specifies the period of the company's establishment (typically unlimited)
4. Capital Structure: Details of authorized capital, issued capital, and paid-up capital, including number and value of shares
5. Shares: Specifications of share types, rights attached to shares, and share transfer procedures
6. General Meeting of Shareholders: Rules and procedures for conducting GMS, including notice periods, quorum requirements, and voting mechanisms
7. Board of Directors: Composition, appointment/dismissal procedures, duties, authorities, and responsibilities of directors
8. Board of Commissioners: Composition, appointment/dismissal procedures, duties, and authorities of commissioners
9. Annual Reports and Profit Distribution: Procedures for financial reporting and dividend distribution
10. Dissolution and Liquidation: Procedures and conditions for company dissolution and liquidation
1. Foreign Ownership Provisions: Required for companies with foreign shareholders, detailing specific requirements and restrictions
2. Shareholder Loans: Include when shareholders are expected to provide loans to the company
3. Share Classification: Required when the company will have multiple classes of shares with different rights
4. Board of Management: Optional for larger companies requiring an additional management layer
5. Corporate Social Responsibility: Required for companies in natural resources sectors or large corporations
6. Specific Industry Compliance: Required for regulated industries like financial services or mining
1. Initial Shareholders: List of founding shareholders with their respective shareholdings and capital contributions
2. First Board Composition: Details of initial Board of Directors and Board of Commissioners members
3. Share Certificate Format: Template for the company's share certificates
4. Business Activities Detail: Detailed KBLI codes and descriptions of business activities
5. Special Power of Attorney: Format for power of attorney for company establishment procedures
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