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After lengthy discussion, the Indonesian House of Representatives finally

passed the Bill on Limited Liability Companies into law on the 23rd of July
2007 and it was then signed by the President on the 16th of August 2007
and enacted as Law No 40 of 2007 regarding Limited Liability Companies
("Law 40"). Law 40 revokes the previous limited liability companies law, ie
Law No. 1 of 1995 regarding Limited Liability Companies ("Law 1"). In
general, the Law is very similar to Law 1. However, Law 40 provides more
details, makes some interesting changes and introduces certain new
concepts, among other things, Business Plans, Corporate Social
Responsibility, and Business Segregation.

The following are some of the areas where Law 40 differs from Law 1:

Establishment and Capital

As regulated under Law 1, establishing a limited liability company requires
at least two shareholders except for state owned companies. Under Law
40, these other companies are exempt from this provision: a company
managing the stock exchange; Clearing and Guarantee Institutions;
Depository and Settlement Institutions; other institutions regulated in the
Capital Market Law.

Under Law 40 there is an increase in the minimum authorized capital from

Rp.20 million to Rp.50 million and more than Rp.50 million for certain
business activities, such as banking, insurance and freight forwarding. Law
40 now regulates that all issued shares must be fully paid up by the time
of the company's establishment with valid evidence of payment. Changes
have also been made to filing/registration deadlines.

Electronic applications for legal entity status

Law 40 provides that applications to obtain legal entity status can be
submitted by the founders electronically which will no longer require a
notary's assistance, unless the founders delegate the task to a notary. The
application must at least contain the name and domicile of the company;
term of the company; aim and purposes of the company; amount of
authorized, subscribed and paid up capital; and complete address of
company.

To obtain approval from the Minister of Law and Human Rights ("MLHR"),
an application must be submitted at the latest 60 days after the deed of
establishment has been signed. The company will obtain its legal entity
status as of the date of issuance of the MLHR’s Decree approving the legal
entity, whereas under Law 1 it was as of the date the deed of
establishment was approved by the MLHR.

Company Registry
Law 40 regulates the responsibility of the MLHR to organize the Company
Registry and publication in the State Gazette. Under Law 1, registration
and publication were the responsibilities of the Directors and the Company
Registry was under the authority of the Minister of Trade. The Company
Registry under Law No 3 of 1982 will still exist although Law 40 also
regulates Company Registry.

Crossholdings
Law 40 prohibits a company from owning shares in another company
which owns shares directly or indirectly in the first company. The
exception is if the shares are gained by law, gift or will on condition that
the shares are transferred to another party within one year. There are also
changes to share buybacks.

Business Plan and Interim Dividends

One of the new concepts under Law 40 is the obligation of the Boad of
Director (BOD) to prepare a Business Plan prior to commencement of the
financial year. However, Law 40 does not regulate what the minimun
content of the Business Plan is except that it must contain the company’s
budget. If no Business Plan is prepared, the previous year's business plan
will prevail.
Law 40 now recognizes interim dividends and allows a company to
distribute interim dividends before the financial year end. If after the
financial year end the company has suffered a loss, the interim dividend
must be returned. If the company suffers a loss and the shareholders do
not return the interim dividend, Directors and Commissioners are jointly
and individually liable for the company’s loss. Law 40 does not provide a
mechanism for returning the interim dividend.

Corporate Social and Environmental Responsibility (CSER)

A company doing business related to natural resources or whose business
may affect the environment must perform CSER. This provision differs
slightly from the previous draft which imposed the obligation on all
companies without specifying particular business fields. The cost of
implementing CSER programs must be included in the calculation of the
costs of the Company.

General Meeting of Shareholders (GMS)

A major change is in the concept of the GMS. Law 40 does not place the
GMS as the highest organ in the company; the new definition places the
GMS at the same level as the BOD and Board of Commissioners (BOC).

One of the breakthroughs of Law 40 is that the GMS can be held through a
teleconference, video-conference or other electronic media which enables
all participants to see and hear directly and to participate in the meeting.
The minutes still have to be agreed and signed by all GMS participants.
Law 40 also provides for electronic evidence by accepting electronic
signatures. However, it is not clear how an electronic signature would be
executed nor how this fits in with civil procedural requirements.

BOD, BOC and their Liabilities

As also regulated in Law 1, every member of the BOD is liable for losses
suffered by the Company. However, members of the BOD are not liable for
company losses if they can prove that:
a. the losses were not caused by their negligence or fault;
b. they have managed the company in good faith and with due care;
c. they do not have a direct or indirect conflict of interest in its
management thereby causing the losses;
d. they have taken precautionary measures and mitigated the losses.

Although Directors will not be liable if they can prove the above, providing
evidence to support their case will not be a simple task.

Every member of the BOC must fulfill his/her duty to supervise and
provide advice to the BOD in good faith. As a consequence of failing to
carry out his/her duties and thereby causing a loss to the company, the
relevant member of the BOC is liable for the loss. However, if the member
can prove that:
a. he/she has fulfilled his/her supervisory duties in good faith according to
the aim and purposes of the company;
b. he/she does not have any personal interest either directly or indirectly
in the actions of the BOD which caused the loss; and
c. he/she has provided advice to the BOD to prevent the loss,
then he/she will not be held liable for the loss.

The concept of independent commissioners for private companies has

been introduced but is not mandatory. The BOC may establish
committees.

Amendment to Articles of Association

Companies have until 16 August 2008 to amend their articles of
association (AOA) to conform to Law 40. There will not be too many
changes necessary but it will also be possible of course now to include
provisions on holding a GMS by conference call and on interim dividends.
Amended AOA will not now need to name the shareholders of the
company in Article 4 nor are the names of directors and commissioners
deemed to be part of the AOA of a company. Certain timing provisions for
certain corporate actions may also need to be inserted into the revised
AOA.

Acquisitions
Of practical importance are the revised provisions relating to
'acquisitions'. Law 40 now makes it mandatory in all acquisitions where
there is a change of control for the Board of Directors of the company
 planning to make the acquisition to announce a summary of the
acquisition plan in at least one newspaper and also announce it in writing
to their employees not less than 30 days before the summons of the GMS.
Creditors have 14 days from the announcement to object to the
acquisition. By policy, we believe that an announcement will also need to
be made to the employees of the target company.

Business Segregation
Law 40 now acknowledges the concept of business "segregation", being
(a) pure segregation and (b) non-pure segregation. This will be further
implemented by a Government Regulation.

Dissolution, Liquidation and Termination of Legal Entity Status

Under Law 1, a company could be dissolved by a shareholders’ resolution;
because the expiry of the term of the Company as stipulated in the
Articles of Association; or by a court decision. Under Law 40 there are
three other ways a company can be dissolved: (i) the cancellation of
bankruptcy status by a final ruling of the commercial court; (ii) due to the
bankruptcy assets being insufficient to cover the cost of the bankruptcy;
and (iii) the company’s insolvency causing the revocation of its business
license. The dissolution of a company does not cause the company to lose
its legal entity status until the liquidation process has been completed and
the liquidator’s report has been approved by the GMS or court.

2. Companies must be established by 2 (two) or more persons by a

notarial deed made in the Indonesian language.
(2) Each founder of a Company must subscribe shares at the time the
Company is established.
(3) The provision contemplated in paragraph (2) does not apply in the
context of a Consolidation.
(4) The Company obtains the status of a legal entity on date the Decree of
the Minister concerning the Company’s ratification as a legal entity is
issued.
(5) If after the Company obtains the status of a legal entity the number of
shareholders becomes less than 2 (two) persons, then within 6 (six)
months as from when that situation arises the shareholder concerned
must assign part of the shares to some other person or the Company
must issue new shares to some other person.
(6) In the event that the period contemplated in paragraph (5) has expired
and there is still less than 2 (two) shareholders, the shareholder shall
be personally liable for all legal relationships and losses of the
Company, and at the request of a party concerned, a district court may
wind up the Company.
(7) The provision which obliges Companies to be established by 2 (two) or
more persons as contemplated in paragraph (1) and the provisions in
paragraphs (5) and (6) do not apply to:
a. State Limited Liability Companies all of whose shares are owned
by the State; or
b. Companies managing stock exchanges, clearing and guarantee
houses, central securities depositories, and other institutions
regulated in the Capital Markets Act.
Article 8
(1) A deed of establishment must contain the articles of association and
other information related to the establishment of the Company.
(2) The other information contemplated in paragraph (1) must contain at
least:
a. the full name, date and place of birth, occupation, residence, and
nationality of individual founders or the name, domicile and full
address and number and date of the Minister’s Decree regarding
the ratification of legal entity founders of the Company;
b. the full name, date and place of birth, occupation, residence, and
nationality of members of the first Board of Directors and Board
of Commissioners to be appointed;
c. the names of shareholders who have subscribed shares, details
of the number of shares and the nominal value of the shares
subscribed and paid up.
(3) In making the deed of establishment, the founders may be represented
by other persons by virtue of a power of attorney.
Article 9
(1) To obtain the Minister’s Decree with regard to the ratification of the
Company as a legal entity as contemplated in Article 7 paragraph (4),
the founders shall jointly submit an application to the Minister
electronically via legal entity administration system information
technology services, filling in a form containing at least:
a. the Company’s name and domicile;
b. the Company’s period of incorporation;
c. the purpose and objective and business activities of the
Company;
d. the amount of authorised capital, subscribed capital, and paid up
capital;
e. the Company’s full address.
(2) Filling in the form contemplated in paragraph (1) must be preceded by
submission of the Company’s name.
(3) In the event that the founders do not submit the application
themselves as contemplated in paragraphs (1) and (2), the founders
may only give a power of attorney to a notary.
(4) Further provisions regarding the procedures for submission and the
use of Company names will be stipulated by Government Regulation.
Article 10
(1) The application to obtain the Minister’s Decree contemplated in Article
9 paragraph (1) must be submitted to the Minister no later than 60
(sixty) days as from the date on which the deed of establishment is
signed, complete with information regarding the supporting
documents.
(2) Provisions regarding the supporting documents contemplated in
paragraph (1) shall be stipulated by a Regulation of the Minister.
(3) If the form contemplated in Article 9 paragraph (1) and the
information regarding supporting documents contemplated in
paragraph (1) is in accordance with the provisions of legislative
regulations, the Minister shall directly declare electronically that there
is no objection to the application concerned.
(4) If the form contemplated in Article 9 paragraph (1) and the
information regarding supporting documents contemplated in
paragraph (1) is not in accordance with the provisions of legislative
regulations, the Minister shall directly notify the applicant
electronically of the rejection and the reasons therefor.
(5) Within a period of not more than 30 (thirty) days as from the date of
the declaration of no objection contemplated in paragraph (3), the
applicant concerned shall physically deliver the application with the
supporting documents attached.
(6) If all requirements contemplated in paragraph (5) have been fully met,
then no later than 14 (fourteen) days thereafter the Minister shall issue
a decree concerning the ratification of the Company as a legal entity
which will be signed electronically.
(7) If the requirements concerning the period and complete supporting
documents contemplated in paragraph (5) are not fulfilled, the
Minister shall directly inform the applicant of the same electronically
and the statement of no objection contemplated in paragraph 3 shall
lapse.
(8) In the event that the statement of no objection lapses, the applicant
contemplated in paragraph (5) may re-submit the application to obtain
the Minister’s Decree as contemplated in Article 9 paragraph (1).
(9) In the event that the application to obtain the Minister’s Decree is not
submitted within the period contemplated in paragraph (1), the deed of
establishment will become void by the lapse of time and the Company
which does not yet have legal entity status shall be wound up by
operation of law and the founders shall saettle its affairs.
(10) The provision on the period contemplated in paragraph (1) also
applies to re-submitted applications.

Bill of lading
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A bill of lading (sometimes referred to as a BOL,or B/L) is a document issued by a carrier to

a shipper, acknowledging that specified goods have been received on board as cargo for
conveyance to a named place for delivery to the consignee who is usually identified. A
through bill of lading involves the use of at least two different modes of transport from road,
rail, air, and sea. The term derives from the verb "to lade" which means to load a cargo onto a
ship or other form of transportation.

A bill of lading can be used as a traded object. The standard short form bill of lading is
evidence of the contract of carriage of goods and it serves a number of purposes:

• It is evidence that a valid contract of carriage, or a chartering contract, exists, and it

may incorporate the full terms of the contract between the consignor and the carrier
 by reference (i.e. the short form simply refers to the main contract as an existing
document, whereas the long form of a bill of lading (connaissement intégral) issued
by the carrier sets out all the terms of the contract of carriage);
• It is a receipt signed by the carrier confirming whether goods matching the contract
description have been received in good condition (a bill will be described as clean if
the goods have been received on board in apparent good condition and stowed ready
for transport); and
• It is also a document of transfer, being freely transferable but not a negotiable
instrument in the legal sense, i.e. it governs all the legal aspects of physical carriage,
and, like a cheque or other negotiable instrument, it may be endorsed affecting
ownership of the goods actually being carried. This matches everyday experience in
that the contract a person might make with a commercial carrier like FedEx for mostly
airway parcels, is separate from any contract for the sale of the goods to be carried,
however it binds the carrier to its terms, irrespectively of who the actual holder of the
B/L, and owner of the goods, may be at a specific moment.
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