Articles of Association
Articles of Association
Articles of Association
What is the base of this diagram? Based on the voting right min 2/3 of the votes. the
law cannot govern below the voting right
What constitutes as Amendment of
AoA/Company by law?
• AOA/ BY LAW
1. Name and domicile
2. Objectives, purposes and business activities
3. Period of incorporation/duration
4. Capital
5. Shares, class of shares, nominal values
6. BoD and supervisory board
7. GMS
8. Appointment and dismissal of BoD and supervisory board members
9. Profit and distribution of Dividend
10. Etc
• Article 15 of 40/2007
Functions of AoA
• Source of Power
• PT – Art 18, 4, 2
• Bodies – Art 94 D, 111 K,75 (1)
Amendment of AOA/ By law
1. Name
2. Domicile – so the 3rd party can know to contact the pt
3. Purposes, objectives, business activities
4. Period of incorporation/ duration
5. Authorized capital – 3 types of capital: authorized, issued and paid up. The only one
that needs change is authorized capital bc it is the only capital that is decided in the
AoA.
6. Reduction of issued capital and paid up capital – they will have a legal impact to the
3rd party such as creditors. It was manage the satisfaction of creditors based on debt.
7. Stats of PT → private/close/not listed → public/open/listed, vice versa
• All of the above needs ministry approval
Minister will not approve IF :
• Contravene with procedures for the amendment of AoA/By law
• Content of the amendment contravene with existing law, public order
and good moral
• Objection from creditor regarding the reduction of capital – if the
creditory objects it the minister will usually objects it too unless the
dispute is resolved.