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Operating Agreement For Partnership LLC for Indonesia

Operating Agreement For Partnership LLC Template for Indonesia

This document serves as the primary governing instrument for a Partnership LLC operating under Indonesian law, establishing the framework for business operations, partner relationships, and management structure. It complies with Law No. 40 of 2007 (Indonesian Company Law) and related regulations, detailing capital contributions, profit-sharing arrangements, decision-making processes, and partner rights and obligations. The agreement includes provisions for foreign investment compliance where applicable and incorporates specific requirements under Indonesian business regulations, including mandatory use of the Indonesian language for official documents.

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Operating Agreement For Partnership LLC

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What is a Operating Agreement For Partnership LLC?

The Operating Agreement For Partnership LLC is a fundamental document required for establishing and operating a limited liability company partnership in Indonesia. This agreement is essential when two or more parties wish to form a business entity that combines the flexibility of a partnership with the liability protection of an LLC structure under Indonesian law. It must comply with Law No. 40 of 2007 and related regulations, including foreign investment restrictions if applicable. The document outlines critical aspects such as capital contributions, profit distribution, management rights, transfer restrictions, and dissolution procedures. It's particularly important in the Indonesian context due to specific local requirements regarding language, corporate governance, and foreign ownership limitations. The agreement serves as the primary reference point for managing partner relationships and business operations throughout the company's lifecycle.

What sections should be included in a Operating Agreement For Partnership LLC?

1. Parties: Identification of all partners/members and their contact details

2. Background: Context of the partnership formation and business objectives

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Formation and Name: Details of LLC formation, business name, and registered address

5. Purpose and Business Scope: Defined scope of business activities and objectives

6. Capital Contributions: Initial and subsequent capital contributions, valuation methods

7. Ownership Interests: Distribution of ownership percentages and classes of interests

8. Management Structure: Management roles, voting rights, and decision-making processes

9. Meetings and Resolutions: Procedures for partner meetings and passing resolutions

10. Financial Affairs: Accounting practices, fiscal year, banking arrangements

11. Profit and Loss Distribution: Method of allocating profits and losses among partners

12. Transfer of Interests: Rules for transferring ownership interests and restrictions

13. Exit Provisions: Procedures for partner withdrawal, buyout terms

14. Dissolution and Liquidation: Process for dissolving the LLC and asset distribution

15. Confidentiality: Protection of company and partner confidential information

16. Dispute Resolution: Procedures for resolving conflicts between partners

17. Governing Law: Application of Indonesian law and jurisdiction

18. General Provisions: Miscellaneous legal provisions and boilerplate clauses

What sections are optional to include in a Operating Agreement For Partnership LLC?

1. Foreign Investment Provisions: Required when foreign partners are involved, detailing compliance with Indonesian foreign investment laws

2. Intellectual Property Rights: Needed when the LLC owns or develops significant IP assets

3. Employment Matters: Required for LLCs with employees or detailed HR policies

4. Environmental Compliance: Necessary for businesses with environmental impact considerations

5. Related Party Transactions: Required when partners have other business interests that may interact with the LLC

6. Insurance Requirements: Detailed insurance obligations when business activities require specific coverage

7. Tag-Along and Drag-Along Rights: Optional provisions for larger partnerships with sophisticated exit strategies

8. Special Purpose Vehicle Provisions: Required when the LLC is formed for a specific project or venture

What schedules should be included in a Operating Agreement For Partnership LLC?

1. Schedule A - Capital Contributions: Detailed list of initial capital contributions by each partner

2. Schedule B - Ownership Interests: Current ownership structure and class of interests

3. Schedule C - Management Structure: Organizational chart and management positions

4. Schedule D - Business Plan: Initial business plan and projections

5. Schedule E - Approved Signatories: List of authorized signatories and their powers

6. Appendix 1 - Company Details: Corporate information, registration numbers, and addresses

7. Appendix 2 - Required Governmental Approvals: List of permits, licenses, and regulatory approvals

8. Appendix 3 - Valuation Methods: Agreed methods for valuing company interests

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Indonesia

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
























































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Relevant Industries

Manufacturing

Technology

Professional Services

Retail

Real Estate

Construction

Agriculture

Mining

Healthcare

Education

Financial Services

Hospitality

Transportation

E-commerce

Import/Export

Consulting

Relevant Teams

Legal

Corporate Secretariat

Finance

Compliance

Corporate Governance

Risk Management

Business Development

Operations

Investment

Executive Leadership

Administrative

Relevant Roles

Chief Executive Officer

Managing Director

Chief Legal Officer

Corporate Secretary

Legal Counsel

Chief Financial Officer

Business Development Director

Operations Director

Compliance Officer

Investment Manager

Partner

Managing Partner

Board Member

Company Director

Risk Manager

Corporate Governance Officer

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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