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Operating Agreement For Corporation Template for Indonesia

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Key Requirements PROMPT example:

Operating Agreement For Corporation

"I need an Operating Agreement for Corporation for my Indonesian technology startup, which will have both local and Singapore-based shareholders, with planned Series A funding in March 2025; the agreement should include specific provisions for intellectual property protection and future investment rounds."

Document background
The Operating Agreement For Corporation serves as the foundational document for corporations operating in Indonesia, establishing the framework for corporate governance and operations under Indonesian law. This document is essential when establishing a new corporation or updating the operational structure of an existing one, particularly when there are multiple shareholders or complex governance requirements. It must comply with Law No. 40 of 2007 on Limited Liability Companies and related regulations, including the recent Omnibus Law (Law No. 11 of 2020). The agreement details shareholder rights, management structures, capital arrangements, and operational procedures while incorporating specific Indonesian corporate law requirements such as the dual-board system with Board of Directors and Board of Commissioners.
Suggested Sections

1. Parties: Identification of all shareholders/members and the corporation itself

2. Background: Context of the agreement's formation and the corporation's establishment

3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement

4. Corporate Formation: Details of the corporation's establishment, registration, and purpose

5. Capital Structure: Share capital, classes of shares, and initial capitalization details

6. Management and Governance: Structure and powers of the Board of Directors and Board of Commissioners

7. Shareholders Rights and Obligations: Rights, responsibilities, and obligations of shareholders

8. Shareholders Meetings: Procedures for general meetings, voting rights, and quorum requirements

9. Transfer of Shares: Rules and procedures for share transfers, including pre-emptive rights

10. Financial Management: Financial reporting, audit requirements, and dividend distribution policies

11. Confidentiality: Protection of company and shareholder confidential information

12. Dispute Resolution: Procedures for resolving internal disputes and choice of forum

13. Term and Termination: Duration of the agreement and conditions for termination

14. General Provisions: Miscellaneous legal provisions including notices, amendments, and governing law

Optional Sections

1. Foreign Investment Provisions: Required when foreign shareholders are involved, addressing specific foreign investment requirements

2. Intellectual Property Rights: Needed when the corporation owns or develops significant IP assets

3. Non-Competition and Non-Solicitation: Added when specific competitive restrictions are needed for shareholders

4. Tag-Along and Drag-Along Rights: Included for corporations with multiple shareholders to facilitate future exits

5. Corporate Social Responsibility: Required for larger corporations or those in specific industries with CSR obligations

6. Environmental Compliance: Necessary for corporations operating in environmentally sensitive industries

7. Special Industry Regulations: Added for corporations in regulated industries like banking, mining, or healthcare

Suggested Schedules

1. Schedule 1 - Share Capital Details: Detailed breakdown of share ownership and capital structure

2. Schedule 2 - Board of Directors and Commissioners: List of initial directors and commissioners with their details

3. Schedule 3 - Reserved Matters: List of decisions requiring special approval from shareholders or board

4. Schedule 4 - Corporate Structure Chart: Visual representation of the corporate ownership structure

5. Schedule 5 - Initial Business Plan: Initial business objectives and operational plans

6. Appendix A - Articles of Association: Copy of the company's Articles of Association

7. Appendix B - Shareholder Particulars: Detailed information about each shareholder

8. Appendix C - Corporate Licenses and Permits: Copies of essential business licenses and permits

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions





































Clauses









































Relevant Industries

Manufacturing

Technology

Financial Services

Retail

Real Estate

Mining and Resources

Agriculture

Healthcare

Education

Construction

Transportation and Logistics

Professional Services

Entertainment and Media

Hospitality and Tourism

Energy

Relevant Teams

Legal

Corporate Secretariat

Compliance

Board of Directors

Board of Commissioners

Executive Management

Corporate Governance

Shareholder Relations

Risk Management

Investment

Finance

Relevant Roles

Chief Executive Officer

Managing Director

Corporate Secretary

Legal Director

Compliance Officer

Board Member

Commissioner

Chief Financial Officer

Corporate Counsel

Shareholder Relations Manager

Risk Management Officer

Investment Director

Company Director

Head of Legal

Corporate Governance Officer

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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