Indonesia

Companies incorporated with the corporate form Perseroan Terbatas (PT) or Limited Liability Company in Indonesia can meet the legal requirement by adding the following language into their Articles of Association (AOA):

Purpose of the Company Clause - Italicized text be inserted in the section on Purpose and Objectives of the Company as follows:

1. The purpose and objectives of the Company are to engage in business activities in the field of [**]  

2. To achieve the above purpose and objectives, the Company may carry out the following business activities: (1) [**] (KBLI **) (2) [**] (KBLI **)

Aside from above, the company may adopt other provisions, provided they do not conflict with Indonesian company law. Such provisions may go beyond what is stipulated under the law, as long as they remain in compliance. However, we usually provide the following general purpose to be inserted by the company under its Article of Association:

1. The Company may carry out supporting business activities in order to optimize the use of its resources to support or complement its main business activities, provided such activities do not conflict with prevailing laws and regulations.

2. When the Company is pursuing its purpose and objectives, the Company shall, through its business and operations, seek to create a material positive impact on society and the environment, taken as a whole.

Directors Clause: Italicized text to be included in the section on Duties and Authorities of Board of Directors as follows:

1. The Board of Directors has the right to represent the Company both inside and outside the Court in all matters and events, binding the Company with other parties and other parties with the Company, as well as carrying out all actions related to management and ownership, while taking into account the social, economic, environment, legal, and other implications of the Company’s business activities, and in doing so shall have regard (amongst other matters) to:

   1. the likely consequences of any decision of the Directors in the long term and the impact any such decision

   2. may have on any affected stakeholders,

   3. the interests of the Company's employees,

   4. the need to foster the Company's business relationships with suppliers, customers and others, the impact of the Company's operations on the community and the environment and on affected stakeholders,

   5. the desirability of the Company maintaining a reputation for high standards of business conduct and the impact this has on affected stakeholders, and

   6. the need to act fairly as between members of the Company, provided that the above actions do not conflict with applicable laws and regulations,

2. The Board of Directors’ duties as stipulated under paragraph (1) above shall be subject to the following limitations:

   1. [to borrow or lend money on behalf of the Company (excluding withdrawing the Company's funds held in bank accounts)];

   2. [to open and/or close the Company’s bank accounts];

   3. etc., shall follow the templated form, except where expressly provided otherwise in these [AOA], and in accordance with the prevailing laws and regulations, 

shall be with the approval of the Board of Commissionaire

3. The President Director and/or each Director shall have the right and authority to act for and on behalf of the Board of Directors and to represent the Company in good faith. If such actions by a Director are deemed to be carried out in good faith and with the intention of creating a materially positive impact on society, the environment, legal matters, and other implications of the Company’s business activities—provided that such actions do not contravene applicable laws—such actions shall not be considered a breach of the Director’s duties to the Company

4. For the purposes of a Director’s duty to act in a manner for a proper purpose and in good faith, a Director shall not be required to regard the benefit of any matter or group of matters as provided in Clause 1 above as more important than the other.

5. Nothing in Clauses 1 to 5 express or implied, is intended to or shall create or grant any right or any cause of action to, by or for any person (other than the Company).

6. [Shall follow the templated form].

7. Etc.