Amendment on Articles of Association
IN INDONESIA
The Articles of Association Amendment Service provides comprehensive assistance for companies seeking to modify their Articles of Association. The Articles of Association is a legal document that governs the internal rules and provisions of the company.
Brief Overview
Articles of Association for a Company in Indonesia
Based on Article 8 (1) Indonesian Company Law No. 40 of 2007, the articles of association shall be set forth in the deed of establishment alongside with other information regarding to the Company’s establishment.
articles of association shall contain
(article 15 of indonesian company law)
1. | The name and domicile of the Company |
2. | The purposes and objectives as well as the business activities of the Company |
3. | The period of incorporation of the Company |
4. | The amount of authorized capital, issued capital and paid-up capital |
5. | The number of shares, shares classification, if any, including the number of shares for each classification, the rights attached to each share, and nominal value of each share |
6. | The name of title or position and the number of members of the Board of Directors and the Board of Commissioners |
7. | The determination of the place and procedures for holding a GMS |
8. | The procedures of appointment, replacement, and dismissal of the members of the Board of Directors and the Board of Commissioners |
9. | The procedure for profit utilization and dividend distribution |
THE AMENDMENT OF ARTICLES OF ASSOCIATION MUST BE DETERMINED BY A GENERAL MEETING OF SHAREHOLDERS
DOS
- Provide the details of GMS Agenda in terms of changing the Articles of Association
- Notarial documents of the Amendment of Articles of Association
- Approval from Ministry of Law and Human Rights
- Update the changes in the integrated Online Single Submission (OSS) system
- Follow any additional specific regulations based on the governed law
DON'TS
- Provide the details regarding activities of the Company against the governed law and regulations
- Provisions concerning receipt of fixed interest on shares
- Ignoring the obligations to notarize the document
acknowledgement of approval
by the ministry of law and human rights
Depending on the details written in the Amendment of Articles of Association, certain changes require approval by the Ministry of Law and Human Rights; such as: the name of Company and/or domicile of the Company, the purposes and objectives as well as business activities of the Company, period of incorporation of the Company, the amount of authorized capital, the decrease of issued & paid-up capital, and the status of private company to public company or vice versa.
Other than those changes, the Company is only required to obtain acknowledgement by the Ministry of Law and Human Rights through the submission from the Notary in the online portal of the Director General of Administration of General Laws (Dirjen AHU) managed by the Ministry of Law and Human Rights.
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