Corporate Matters: The Full Lifecycle of Your Business
From pre-incorporation structuring to complex transactions and regulatory compliance, we accompany Indonesian companies at every stage of their corporate journey with the precision, depth, and strategic clarity that high-stakes decisions demand.
Our service covers:
I. Pre-Incorporation & Founder Advisory
BEFORE THE ENTITY, THE TERMS
The agreements founders make before a company is formally established often carry more weight than any document drafted thereafter. We advise co-founders, investors, and joint venture partners at the formative stage — surfacing risks and structuring rights before they become costly obstacles.
- Founder & Co-Founder Agreements
Equity allocation, vesting schedules, IP assignment, and exit provisions structured from the outset.
- Joint Venture Structuring
MOUs, term sheets, and preliminary agreements defining the commercial and governance framework of JV arrangements.
- Investment Structure Advisory
PMA and PMDN entity analysis, holding structure design, and foreign ownership compliance under Indonesian investment regulations.
- Pre-Incorporation Legal Opinion
Sector-specific licensing requirements, minimum capital thresholds, and regulatory feasibility assessment prior to entity establishment.
II. Incorporation & Entity Establishment
- PT Establishment (PMDN & PMA)
Full incorporation of domestic and foreign investment limited liability companies, managed from drafting through Ministerial approval.
- Articles of Association Drafting
Tailored governance documents that reflect actual ownership structures and business objectives not standard boilerplate.
- Notarial Deed & SABH Coordination
End-to-end notarial process management, including Kemenkumham submission and approval via the SABH system.
- OSS & NIB Registration
Business identification number registration and initial licensing classification through the Online Single Submission system.
III. General Corporate Advisory
- Contract Drafting & Review
Commercial, vendor, service, confidentiality, and employment agreements drafted or reviewed for enforceability and commercial clarity.
- Shareholders Agreements
Governance rights, profit-sharing mechanics, deadlock provisions, and exit clauses structured for long-term operational clarity.
- Legal Opinions
Written legal analysis on operational and strategic matters, prepared for board reliance, regulatory use, or presentation to counterparties.
- Retainer Legal Counsel
A structured engagement model for companies requiring consistent, responsive legal support without the overhead of a full in-house function.
IV. Regulatory Compliance & Licensing
Indonesian regulatory requirements are layered, sector-specific, and subject to continuous change. Non-compliance whether in licensing, investment reporting, or corporate data maintenance carries consequences rarely proportionate to the cost of prevention. We manage this exposure before it becomes a liability.
- Articles of Association Amendments
Capital changes, purpose clause revisions, and structural amendments processed through the Kemenkumham SABH system within statutory deadlines.
- Company Data Amendments
Formal processing of name changes, domicile updates, and Director or Commissioner appointment changes through relevant regulatory channels.
- BKPM/LKPM Investment Reporting
Periodic investment activity reporting obligations for PMA companies, managed on an ongoing compliance basis.
- Corporate Legal Audit & Due Diligence
Systematic end-to-end review of legal documentation and regulatory standing designed to identify latent risk before it becomes liability.
V. Corporate Actions & Transactions
Corporate actions compress months of legal risk into a single transaction window. Whether the mandate involves capital restructuring, a change of control, or a shareholder exit, our role is to ensure every procedural requirement is satisfied, every document is defensible, and every party’s position is protected.
- General Meetings of Shareholders (AGMS & EGMS)
End-to-end facilitation including agenda preparation, notarial deed coordination, and SABH reporting within the mandatory 30-day window.
- Capital Actions
Capital increases, reductions, and new share issuances structured in compliance with Indonesian Company Law and the company’s Articles of Association.
- Mergers, Acquisitions & Consolidations
Transaction structuring, Legal Due Diligence coordination, and full documentation for domestic M&A and corporate consolidation exercises.
- Divestment, Restructuring & Dissolution
Shareholder exit mechanisms, debt-to-equity conversions, corporate spin-offs, and voluntary dissolution proceedings under the Indonesian Company Law framework.