ANITA CORPORATE

AFRIANA
LAW
SCHEMATIC OF INDONESIAN
BUSINESS ENTITY
( COMPANY)

Company with Legal Entity

• Limited Liability Company
• Foundation
• Co-operative

Non Legal Entity

• Patnership ( Maatschap/Persekutuan Perdata)
• Firm
• Limited Patnership ( Commanditaire Venonschap)
PATNERSHIP

They are liable for all

Carry on the business the debts of the
Two or more persons
in a partnership partnership ( Jointly
and severally)
PATNERSHIP
KOMANDITER

 A partnership of komanditer consist of 2 type of partner

( sekutu)
a. Complementary partners who actively do the
business;
b. Silent partners, who are not involved in the
operation of the business
LIMITED LIABLITY
COMPANY

 a legal entity constitutes a capital alliance, established based

on an agreement, in order to conduct business activities with
the Company’s Authorized Capital divided into shares and
which satisfies the requirements as stipulated in this Law,
and it implementation regulations.
COMPANY ORGANS

The general meeting of shareholder

Director

Board of Commissioner
ESTABLISHMENT

 The Company shall be established by 2 (two) or more persons

based on a notarial deed drawn up in Indonesian language.
 Each founder of the Company is obliged to subscribe shares
upon the establishment of the Company.
 The provision as referred to in paragraph (2) does not apply in
the context of Consolidation.
 The Company obtains legal entity status on the date of the
issuance of Ministerial Decree regarding the ratification of the
Company’s legal entity.
SHAREHOLDERS’LIABILIT
Y
 The Company’s Shareholders are not personally liable for agreements made on
behalf of the Company, and are not liable for the Company’s losses in excess
of their prospective shareholding

 The provision as referred to in paragraph (1) do not apply if : a. the

requirements for the Company as a legal entity has not been or are not fulfilled;
 b. the relevant shareholders, either directly or indirectly, with bad faith,
exploits the Company for their personal interest;
 c. the relevant shareholders are involved in illegal actions committed by the
Company; or
 d. the relevant Shareholders, either directly or indirectly, illegally utilizes the
assets of the Company, which result in the Company’s assets become
insufficient to settle the Company’s debt.
THE PIERCING
PRINCIPL THE
CORPORATE
ULTRA
VIRES
E OF VEIL

ORGAN IN
LIMITED FIDUCIARY
BUSINESS
JUDGMENT
LIABILITY DUTY
RULES

COMPANY
LIMITED LIABILITY
COMPANY

 PUBLIC COMPANY
 PUBLIC COMPANY ( ISSUER)
 SoE ( Act of 19 on the 2003)
STATE OWNED
ENTERPRISES ( SoE)

 PERUM
Owned 100 % by state;
Not Divides into share;
Assets separated from states and mostly for
public service and good procerument
PERSERO

 Minimun shares 51%;

 Owned by the state;
 Direct equity plecement;
 Assets seperated for the state;
 Procurement for high quality good and services
CORPORATE
RESTRUCTURICATION

 MERGER
 CONSOLIDATION
 AQUISATION
A B C

MERGER

A B C
A B C

CONSOLIDATION

X
A A
A
Q
UI
SA
TI
O
N

B B
GROUP
COMPANY
  A holding company is a company with
controlling shareholdings in one or more
other companies.
 The holding company has more than 50
percent of the total voting power and has
DEFINITIO the control on the other company.

N  The existing management team, assisted

by financial investors, created and
financed a holding company that then
borrowed debt to acquire the target
company.
SUBSIDIARY COMPANY

 A  is a company owned and controlled by

another company.
 A subsidiary's parent company may be the sole owner or
one of several owners. If a parent company or
holding company owns 100% of another company,
that company iscalled a "wholly-owned subsidiary."
  Vertical consern
SCOPE  Horizontal consern
 Konglomerasi consern
 PT A

PT PT PT
B C D
 PT A

PT PT PT
B C D

PT PT PT PT
PT PT
K F G I
E H