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A Formation Document is the official paperwork that brings your business to life in Indonesia's legal system. It spells out essential details like your company name, business activities, ownership structure, and initial capital. For Indonesian companies, this usually means the Akta Pendirian, which must be prepared by a notary and approved by the Ministry of Law and Human Rights.

Beyond just starting your business, this document serves as your company's foundation for everything from opening bank accounts to securing permits. It's particularly important under Indonesia's Company Law No. 40/2007, which requires all Perseroan Terbatas (PT) companies to maintain their formation documents as proof of legal status and compliance with local regulations.

You need a Formation Document when starting any formal business entity in Indonesia, particularly a PT (Perseroan Terbatas) company. This foundational step comes before you can conduct any official business activities, sign contracts, or open corporate bank accounts. The timing is crucial - it needs to be in place before your first business transaction.

The document becomes essential during key business moments: applying for business licenses, registering for tax purposes (NPWP), securing investment, or expanding operations. Indonesian regulatory bodies and potential business partners will request this document to verify your company's legal status and ownership structure. Having it properly prepared by a notary from the start prevents operational delays and legal complications.

• Basic Akta Pendirian: The standard Formation Document for PT companies, containing core details like company name, ownership, and business activities
• Foreign Investment Deed: A specialized version required for PT PMA (foreign-owned) companies, with additional provisions for foreign ownership structure
• Micro-Business Deed: A simplified Formation Document designed for small enterprises (UMKM), with reduced capital requirements
• Joint Venture Agreement: Combined Formation Document used when establishing partnerships between Indonesian and foreign entities
• Social Enterprise Deed: Modified version for social-impact organizations, including specific provisions for social missions and profit distribution

• Notary Public: Legally required to draft and authenticate the Formation Document, ensuring it meets Indonesian legal requirements
• Company Founders: Must provide accurate information and sign the document as the initial shareholders or owners
• Ministry of Law and Human Rights: Reviews and approves the document, issuing the official company registration
• Corporate Secretary: Maintains and updates the document, ensuring ongoing compliance with regulations
• Business Partners: Often request to review the Formation Document when establishing commercial relationships or investments

• Company Details: Prepare proposed company name, business activities, office address, and initial capital structure
• Shareholder Information: Gather complete ID documents, tax numbers, and contact details for all shareholders
• Board Structure: Decide on directors and commissioners, collect their personal documents and statements of acceptance
• Business Plan: Define your business scope and activities clearly for inclusion in the document
• Notary Appointment: Schedule a meeting with a licensed notary who will draft and formalize your Formation Document, ensuring all legal requirements are met

• Company Identity: Full legal name, domicile, and duration of the company's establishment
• Business Purpose: Detailed description of authorized business activities and objectives
• Capital Structure: Authorized, issued, and paid-up capital amounts, including share distribution
• Management Details: Composition of Board of Directors and Board of Commissioners with roles defined
• Shareholder Rights: Voting procedures, dividend policies, and transfer of shares regulations
• General Meeting Rules: Procedures for conducting shareholder meetings and decision-making processes

A Formation Document differs significantly from a Corporate Governance Document in several key ways, though both play crucial roles in Indonesian business operations. While the Formation Document establishes your company's legal existence, the Corporate Governance Document guides how your company operates after formation.

• Timing and Purpose: Formation Documents are required at company inception, while Corporate Governance Documents come into play after establishment to guide ongoing operations
• Legal Requirements: Formation Documents must be notarized and approved by the Ministry of Law and Human Rights; Corporate Governance Documents are internal policies that can be modified as needed
• Content Focus: Formation Documents outline fundamental structure and ownership, while Corporate Governance Documents detail management procedures and decision-making processes
• Modification Process: Changes to Formation Documents require formal legal amendments, whereas Corporate Governance policies can be updated through board approval