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Articles of Organization
I need Articles of Organization for a new limited liability company (LLC) in Indonesia, detailing the company's name, purpose, registered office address, and the names and addresses of the initial members. The document should also outline the management structure, specifying whether the LLC will be member-managed or manager-managed.
What is an Articles of Organization?
Articles of Organization form the legal foundation document when establishing a Limited Liability Company (Perseroan Terbatas) in Indonesia. This official document outlines your company's basic structure, including its name, business purpose, capital structure, and registered address under Law No. 40 of 2007.
Once approved by Indonesia's Ministry of Law and Human Rights, these Articles give your company its legal identity and protect owners from personal liability. They work alongside your company's bylaws to govern how the business operates, who makes decisions, and how ownership shares are distributed - making them essential for both startups and established businesses converting to PT status.
When should you use an Articles of Organization?
You need Articles of Organization when starting a new Limited Liability Company (PT) in Indonesia or converting an existing business into a PT structure. This document becomes essential before conducting any official business activities, applying for licenses, opening corporate bank accounts, or entering into contracts as a legal entity.
File your Articles of Organization early in your business planning process - ideally at least 60 days before intended operations begin. This timing allows for Ministry of Law and Human Rights review, potential revisions, and completion of related requirements like tax registration and business licenses. Many investors and business partners also require approved Articles before moving forward with agreements.
What are the different types of Articles of Organization?
- Articles Of Agreement LLC: Standard format for commercial Limited Liability Companies (PT), covering basic corporate structure and shareholder rights
- Amended Articles Of Association: Used when modifying existing Articles to reflect changes in ownership, capital structure, or business scope
- Articles Of Association Non Profit: Specialized version for Yayasan (foundations) focusing on charitable purposes and non-distribution of profits
- Articles Of Operating Agreement: Detailed version incorporating internal management rules and operational procedures
- Articles Of Association For Nonprofit Organization: Comprehensive template for larger non-profits with multiple programs and governance structures
Who should typically use an Articles of Organization?
- Company Founders: Initiate and sign the Articles as the primary stakeholders, defining their ownership stakes and management roles
- Corporate Lawyers: Draft and review the Articles to ensure compliance with Indonesian company law and protect client interests
- Notary Public: Authenticates the Articles and submits them to the Ministry of Law and Human Rights for approval
- Board Members: Bound by the Articles' governance provisions in their roles as directors or commissioners
- Shareholders: Subject to rights, obligations, and restrictions outlined in the Articles regarding ownership and voting
- Ministry Officials: Review and approve the Articles before granting legal entity status
How do you write an Articles of Organization?
- Company Details: Prepare official company name, business purpose, registered address, and tax identification number
- Capital Structure: Document authorized capital amount, issued shares, and ownership distribution
- Management Setup: Define board structure, director roles, and commissioner appointments
- Shareholder Information: Gather complete identification details for all founding shareholders
- Business Activities: List planned business activities matching Indonesia's Standard Classification codes
- Supporting Documents: Collect identity cards, proof of address, and capital deposit certificates
- Draft Review: Use our platform to generate a legally-sound draft, then verify details with all stakeholders
What should be included in an Articles of Organization?
- Company Identity: Full legal name, domicile, and duration of establishment
- Business Purpose: Detailed description of business activities aligned with KBLI codes
- Capital Structure: Authorized, issued, and paid-up capital amounts in Indonesian Rupiah
- Share Details: Classes of shares, nominal value, and ownership distribution
- Management Structure: Board composition, duties, authorities, and appointment procedures
- Shareholder Rights: Voting procedures, dividend policies, and transfer restrictions
- General Meeting Rules: Procedures for conducting shareholder meetings
- Amendment Provisions: Process for modifying the Articles in the future
What's the difference between an Articles of Organization and an Articles of Incorporation?
Articles of Organization are often confused with Articles of Incorporation, but they serve distinct purposes in Indonesian business law. While both establish legal entities, their application and requirements differ significantly.
- Legal Structure: Articles of Organization are specifically for Limited Liability Companies (PT), while Articles of Incorporation apply to broader corporate forms including foreign investment companies (PMA)
- Content Requirements: Articles of Organization focus on internal management and operational structure, while Articles of Incorporation emphasize corporate identity and shareholder relationships
- Regulatory Oversight: Articles of Organization fall under Law No. 40/2007 on Limited Liability Companies, while Articles of Incorporation involve additional investment law requirements
- Amendment Process: Articles of Organization can be modified through shareholder meetings, while Articles of Incorporation require special approval from the Investment Coordinating Board (BKPM)
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