Corporate Matters

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.

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.