Deed of Establishment of Limited Liability Companies
(In Indonesia)

To make the deed of establishment, then the founder can make together with other founders, or a founder can represented by other persons by virtue of a power of attorney. In arranged the deed of establishment, generally contains two things. First, it shuld contain the articles of association of the company and secont contain with the other provisions.[1]

Other provisions

Other provisions is referred, must contain at least:[2]

  1. the full name, place and date of birth, occupation, residence and citizenship of the individual founder, or the name, place of domicile, full address as well as the number and date of the Minister’s Decree on the legalization of the legal entity status of the Company’s founder;
  2. the full names, places and dates of birth, occupations, residences and citizenship of the first appointed members of the Board of Directors and the Board of Commissioners; and
  3. the names of shareholders who have subscribed shares, the specification of the number of shares, and the total nominal value of the issued and paid up shares.

Articles of association

The article of association is contained in the deed of establishment, shall contain at least:[3]

  1. The Company’s name and place of domicile;
  2. The Company’s purposes and objectives and business activities;
  3. The term of the Company;
  4. The amount of authorized capital, issued capital and paid-up capital;
  5. The number of shares, the share classifications, if any, and the number of shares for each classification, the rights attached to each share, and the nominal value of each share;
  6. The titles and numbers of members of the Board of Directors and the Board of Commissioners;
  7. The provision on the place to convene and the procedure for holding a GMS;
  8. The procedure for the appointment, replacement and discharge of members of the Board of Directors and the Board of Commissioners;
  9. The procedure for profit utilization and the distribution of dividends.

In addition to the 9 point of the provisions above, the articles of association may contain other provisions that do not contravene with the Law No. 40 of 2007 about Limited Liability Companies.[4]

Another that, the main things in articles of association is, do not contain with two things. First about provision on receipt of fixed interest on shares; or second is abount provision on the granting of personal benefits to the founders or other parties.[5]



Regards
Jun


[1] Article 8 (1 and 3), Law No. 40 of 2007, about Limited Liability Companies.
[2] Ibid, Article 8 (2).
[3] Ibid, Article 15 (1).
[4] Ibid, Article 15 (2).
[5] Ibid, Article 15 (3).

Mas Yadi

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