In establishing a Limited Liability Company (PT) in Indonesia, one of the important steps that must be taken is the preparation of a deed of establishment.
This deed of establishment becomes the legal basis for the company to conduct business activities.
In this article, we will discuss what is deed of establishment of PThow it’s made, and why it’s important to use a professional such as ContractLaw.com in this process.
What is it Deed of Establishment of PT?
Deed of establishment of PT is a legal document that contains the agreement of the founders to establish a company.
It includes important information such as the company name, business purpose, authorized capital and shareholding structure.
The main function of the deed of establishment is as legal evidence of the company’s existence and as a condition for obtaining a business license.
Main Functions Deed of Establishment of PT
Deed of establishment of PT has several main functions in the legal and operational aspects of the company.
The following is a detailed explanation of these functions:
1. Company Legality
One of the main functions of the deed of establishment of a PT is to provide legality or legal validity to the company.
This document serves as legal evidence that the company has been established in accordance with the applicable laws and regulations in Indonesia.
Without a deed of establishment, the company will not be legally recognized and cannot operate legally.
The importance of legality is due to several reasons, including:
- With a deed of establishment, the company is officially recognized by the government and other authorized institutions.
- The deed of establishment is required to register the company at the Ministry of Law and Human Rights (Kemenkumham), which then issues a Decree (SK) as proof of the company’s legalization.
- This legality is also required to obtain business licenses and various other permits needed for company operations.
2. Operational Basis
Deed of establishment of PT also serves as the company’s operational basis.
This document covers the basic rules governing how the company will operate, including the rights and obligations of the shareholders.
Some of the aspects regulated in the deed of establishment include:
- The rights that shareholders have, such as voting rights at general meetings of shareholders (GMS) and the right to dividends.
- Obligations that must be fulfilled by shareholders, including the obligation to deposit capital in accordance with the agreement in the deed of establishment.
- The organizational structure of the company, including the division of duties and responsibilities among the founders and management.
These rules provide a clear framework for company operations and help prevent conflicts or disputes among shareholders.
3. Legal Protection
Deed of establishment of PT It also provides legal protection for the company and its shareholders.
By having a deed of establishment, a company gets legal protection of its rights as a business entity.
This legal protection covers several aspects, among others:
- Protection of the company’s intellectual property rights, such as trademarks and patents.
- The deed of establishment can be used as evidence in the settlement of legal disputes between the company and third parties.
- With clear rules in the deed of establishment, the company can protect itself from abuse by shareholders or other parties.
Information Covered in Deed of Establishment of PT
To better understand what is covered in deed of establishment of a PT, here is some important information that is usually included in this document:
- Company Name and Address Information on the official name of the company and the address of its headquarters.
- Business Purpose and Objectives, contains details regarding the type of business activities to be carried out by the company, including the industry sector and products or services offered.
- Authorized and Paid-up Capital, includes information on the total capital of the company, including authorized capital and capital paid up by the founders.
- Shareholding Structure, The information includes the distribution of shares among the founders, including the number of shares and their nominal value.
- Organizational Structure, There is also an organizational structure of the company, including the division of duties and responsibilities among the founders and management.
- GMS Provisions, rules regarding the conduct of general meetings of shareholders (GMS), including voting rights and decision-making procedures.
- Other Provisions, or other rules governing the company’s operations, such as provisions regarding the merger or dissolution of the company.
Requirements and Required Documents
To make deed of establishment of a PT, there are several requirements and documents that need to be prepared:
- Founder’s ID card
Official identity of the founders of the company.
- TIN
Taxpayer Identification Number required for tax administration purposes.
- Company Domicile Letter
Proof of legal address where the company operates.
- Authorized and Paid-up Capital
Information on the company’s authorized capital and the capital paid up by the founders.
Creation Process Deed of Establishment of PT
To make deed of establishment of PTThere are several requirements and documents that need to be prepared.
Some of them are the founder’s KTP, NPWP, company domicile letter, and other supporting documents.
Manufacturing Steps:
- The first step in making deed of establishment of PT is to consult with a notary or legal service provider.
At this stage, the founder will discuss the needs and plans for establishing a PT. - Based on the agreed information and requirements, the notary will draft the deed of establishment.
This draft will include all the necessary information, such as the company name, business purpose, authorized capital, and shareholding structure. - After the draft deed is completed, the founders will sign the deed in front of a notary.
This signing is done officially and witnessed by a notary to ensure its validity. - Once the deed of establishment is signed, the notary will submit the deed to the Ministry of Law and Human Rights for legalization.
This process involves verifying documents and checking for compliance with applicable regulations. - After the deed of establishment is legalized, the Ministry of Law and Human Rights will issue a Decree of Establishment (SK).
This decree serves as legal proof that the company has been legally established and can start operating.
Why Deed of Establishment of PT Important?
Importance deed of establishment of PT cannot be underestimated.
The deed is not just a formal document, but also a legal foundation that gives legitimacy to the company.
Here are some reasons why deed of establishment of PT is very important:
- Legal validity
Without a deed of establishment, a company is not legally recognized and cannot legally carry out business activities.
- Business Partner Trust
Business partners and investors will be more trusting and willing to work with a company that has an official deed of establishment.
- Legal Protection
The deed of establishment provides legal protection for the founders and shareholders against claims or disputes that may arise in the future.
- Access to Funding
Companies that have an official deed of establishment find it easier to get access to funding from banks or other financial institutions.Making deed of establishment of a PT is a crucial step in establishing a legal company in Indonesia.
By understanding the process and its benefits, you can ensure that your company stands on a solid legal foundation.
To ensure this process goes smoothly and without a hitch, consider using professional services such as KontrakHukum.comis ready to assist you in every step of company establishment.Using professional services in making deed of establishment of PT not only ensures compliance with the law, but also provides peace of mind.
You can focus on growing your business, while the legal aspects are handled by experienced experts.
Feel free to contact KontrakHukum.com and consult your needs for a successful and legally compliant PT establishment.
