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    Articles of Association

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    Nikki Johnson
    The document discusses amendments to articles of association (AoA) according to Indonesian law. It defines what constitutes an amendment to the AoA, including changes to name, objectives, capital structure, and governance structures. It outlines the procedures for approving an AoA amendment, including shareholder approval, notarization, and ministry notification. It notes situations where the ministry may not approve an amendment and protections for shareholders who disagree with amendments.

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    Articles of Association

    Uploaded by

    Nikki Johnson
    28 views9 pages
    The document discusses amendments to articles of association (AoA) according to Indonesian law. It defines what constitutes an amendment to the AoA, including changes to name, objectives, capital structure, and governance structures. It outlines the procedures for approving an AoA amendment, including shareholder approval, notarization, and ministry notification. It notes situations where the ministry may not approve an amendment and protections for shareholders who disagree with amendments.

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    The document discusses amendments to articles of association (AoA) according to Indonesian law. It defines what constitutes an amendment to the AoA, including changes to name, objectives, capital structure, and governance structures. It outlines the procedures for approving an AoA amendment, including shareholder approval, notarization, and ministry notification. It notes situations where the ministry may not approve an amendment and protections for shareholders who disagree with amendments.

    Copyright:

    © All Rights Reserved
    Download as PPTX, PDF, TXT or read online from Scribd
    Download as pptx, pdf, or txt
    28 views9 pages

    Articles of Association

    Uploaded by

    Nikki Johnson
    The document discusses amendments to articles of association (AoA) according to Indonesian law. It defines what constitutes an amendment to the AoA, including changes to name, objectives, capital structure, and governance structures. It outlines the procedures for approving an AoA amendment, including shareholder approval, notarization, and ministry notification. It notes situations where the ministry may not approve an amendment and protections for shareholders who disagree with amendments.

    Copyright:

    © All Rights Reserved
    Download as PPTX, PDF, TXT or read online from Scribd
    Download as pptx, pdf, or txt
    of 9

    Articles of Association

    (Company By Law) & its


    Amendment
    Law of Business Organization - Bu Yetty
    Nicolette Johnson FH UI KKI 2017
    Art 15 – 28 Law No. 40/2007
    Corporate Actions
    • Very Important/Significant
    • Merger/acquisition
    • Bankrupt
    • Liquidation
    • dissolution
    • Important
    • Amendment of AoA/By Law
    • Ordinary
    • General

    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.

    You must be careful with the wording in the law


    Amendment of AoA/ By Law
    1. Shareholder ?
    2. BOD and supervisory board ?
    3. Class of shares ?
    4. Others ?

    Must be notified to the minister


    Procedures for Amendment of AoA
    1. GMS → agenda, qproum and voting
    2. Stated in notarial deed (if minutes of meeting mad by parties → must
    be changed to notarial deed → max 30 days
    3. Submit application to obtain approval/to notify minister → max 30 days

    • Amendment ot extent duration of company → must be made 60 days


    before its expiration period
    • Amendment to change company status from private to public → must be
    made 30 days after the criteria is satisfied or met.
    Amendment of AoA & shareholders
    protection
    • SH has a right to demand PT to buy his or her shares (art 62) - if he or
    she disapprove company's act that affecting SHs or the company such
    as :
    • Amendment of AoA / by law
    • Transferring/securing company net assets (exceeding 50%)
    • MCAS (merger consolidation acquisition separation)

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