Company Restructuring

The Indonesian business landscape is dynamic, with frequent changes in regulations from government bodies like the Ministry of Law and Human Rights, the BKPM (Investment Coordinating Board), and the tax office. Company restructuring is the legal mechanism to address these changes and reposition a business for future growth. Restructuring is a formal process that requires a notarial deed of amendment to the company's Articles of Association and subsequent approval from the Ministry of Law and Human Rights. While simple in concept, the legal process is complex and requires meticulous attention to detail to ensure all changes are legally sound and properly registered with the relevant government agencies.This service covers a wide range of restructuring needs:Shareholder Changes: Altering the composition of shareholders, including adding new investors, transferring shares, or adjusting ownership percentages. This is often necessary to comply with new regulations (e.g., the minimum capital requirement for Investor KITAS holders) or to accommodate new partners.Management Changes: The formal appointment or dismissal of Directors and Commissioners. This is a common and necessary process for any company that changes its leadership.Company Name & Location: A formal change to the company's legal name or its official registered address, especially when moving to a new city or regency.Capital Adjustments: An increase or decrease in the company's authorized, issued, or paid-up capital. This is often done to meet new investment requirements or to reflect changes in business scale.Business Activities (KBLI Codes): Adding, removing, or changing the company's official business activities (KBLI codes) in its Articles of Association and NIB (Business Identification Number). This is vital for companies expanding into new industries or refocusing their operations.Key Characteristics & RequirementsLegal Compliance: All restructuring changes must be executed in accordance with Indonesian company law, particularly Law No. 40 of 2007 concerning Limited Liability Companies.General Meeting of Shareholders (GMS): A formal GMS must be convened to propose and approve all restructuring plans. The meeting must follow strict quorum and voting requirements.Notarial Deed of Amendment: All changes must be formalized in a Notarial Deed of Amendment (Akta Perubahan Anggaran Dasar).Ministry of Law and Human Rights Approval: The Notarial Deed must be submitted to the Ministry of Law and Human Rights (AHU) for approval.Integrated Government Systems: All changes must be correctly updated across various government systems, including the OSS and the tax office (KPP).Please be aware that the following are subject to additional charges, depending on the specific agenda and scope of your restructuring needs:Newspaper Announcement: Mandatory for certain corporate actions (such as capital decrease or share transfer) to notify third parties and the public.Deed of Sale (Akta Jual Beli Saham): Required for formal share transfer transactions.The final additional charge will be quoted upon confirmation of the full restructuring agenda.