The registration of company in Indonesia is provided in the law of the Republic of Indonesia 2007. The Register of Companies is being control by the Minister of Indonesia in article 29. All proceedings and how the companies will be regarding the registration of companies all decided by the minister. To register a company’s following matters are included:
Company name and addresses: company established by 2 or more person. If there is less than 2 persons than within 60 days new share will be allocated to other person and even there is less than 2 person present the shareholders will be liable for loss of company. Companies will have a name and domicile with in the territory of Indonesia. Company should have full address with domicile. Company may be limited or unlimited in article 5,6,7 .
Capital and shares information of company registration
Capital and shares information of foreign company registration Indonesia: the capital of company should be total nominal value of their shares. Company’s capital should not be less than Rp 50,000,000(fifty million rupiah). Even the capital share can be greater than the said amount in above. In starting of company at least 25 percent of capital to be paid and also share capital paid in form of money or checks or other way. Shares can be provided capital by sale immovable property in article 31 and 32. Company’s capital will increase on consent of GMS. The GMS will deliver to the Board of commissioners the authority to consent to the implementation of the resolution of the GMS not more than 1 year in article 41.
Reduction of capital can be done with voting in majority. The board of Directors will inform all creditors or announce in one or more newspapers within period not more than 7 days and if any objection to it all creditors shall submit written statement within 60 days and submit a copy to minister in article 44 and 45.
All shares are provided in name owners and the ownership of shares is given in article of association. The shares shall be in rupiah and without nominal value will not be issued. The Board of Director will register the shareholders name, address, serial number, date of acquisition of shares, amount of shares and other proceedings in article 51. The owner of share has right to attend vote, receive dividend.
Article of association as guide of foreign company registration Indonesia: article of association contains all proceedings of company. It contains about name of company, share, Capital and to provide name of Directors and board of Commissioners, Profit and allocation of dividends, and other proceedings. In Article of association will not use name like related to same name of other company or conflict with the public order or morality or similar of institutions or international name in article 15.
If there is need of amendment to the article of association will be done by GMS. Any company has been declared bankrupt will not be amended with consent of the curator. Consent of curator will be attached to the application to the minister for appeal and amendment is done with approval of minister. Amendment is done if there are changes required in name or domicile, purposes and objective and business activities, amount of capitals, reduction in capital or shares in article 21(2).
Amendment of article of association application to be submitted within 30 days, If amendment of article of association is not submitted within 30 days to minister will not be considered late submission of amendment of article of association in article 21(9).
Board of Directors: There should be 1 or more members of the Board of Directors. In public company must have 2 member of the Board of Directors. Board of the Directors is elected by the GMS. Members of Board of Directors are appointed for certain period and re-appoint them. When they are appointed, replacement, dismissal of Directors is notified to the Minister within 30 days, if any changes in Board of Director. The Minister may refuse the application submitted or notification delivered to the Minister by a Board of Directors in article 94.
If appointment of members of Board of Directors who do not fulfil will be void by law, when Board of Directors or commissioners not fulfilled within not more than 7 days and on behalf of the company by the member of Board of Directors or commissioners publish the annulment in newspaper and inform the Minister in the register of company in article 95.
Board of Commissioners: Board of Commissioners will hold all supervise management policies, running of management in general. Board of Commissioners shall be of 1 or more member. They constitute a council and look after every management of company. Board of Commissioners are appointed according to Sharia principles by sharia supervisory board in article 108.
The sharia supervisory board forms of 1 (one) or more sharia experts to be appointed by GMS or on be recommended of the Indonesia Council of Ulema. Sharia supervisory board giving advice and suggestions to the Board of Directors and supervise activities in article 109.
This all requirement need to fulfill the registration of company in Indonesia, without it the register of company is void and will not be able to establish company in Indonesia. The register of company to be complete within not more than 60 days and to be approved by Minister of Indonesia.