Legal Advisory for Corporate & Commercial

BDO Legal has accumulated a great deal of experience and expertise from its involvement in various corporate legal matters of foreign and domestic company.

BDO Legal provides the clients accurate and reliable advices or opinions of any corporate matters with respects to reorganizations, mergers, consolidations and other forms of corporate and business restructuring as well as managing from and during their operations in Indonesia, including legal issues related to equity disputes and antimonopoly and unfair competition laws application.

We have experiences in advising and representing investors and target companies in the merger and acquisition transactions of the companies engaging in the business of banking, telecommunication, media & broadcasting, plantation, hotel & real estate, mining & energy.

We provide assistance and guidance to help investors determine the best-suited investment structures based on each client's business sector and commercial objective. Our established relationship with government institutions is our advantage.

We also provide the Corporate Secretarial services, which include the following services:

  1. Preparation of General Meeting of Shareholders (GMS), including:
  • GMS Planning (Arranging the logistics for the GMS);
  • Preparation and distribution of the GMS notice/invitation and power of attorney (proxy statement);
  • Minutes and resolutions of GMS;
  • Documentation of GMS; and
  • Liaison with a Notary to coordinated and to prepare the Minutes of GMS.

       2. Preparation of the documentation required for Annual GMS, including:

  • Annual Report
    • The Board of Directors shall submit an annual report to the GMS, after it has been reviewed by the Board of Commissioners.
    • The annual report shall at least contain:
      • Financial statement that consists of at least the balance sheet for the preceding fiscal year in comparison to the earlier fiscal year, the income statement of the relevant fiscal year, the cash flow statement, and the statement of changes in equity, and notes over the said financial statement;
      • a report on the activities of the Company;
      • a report on the implementation of Corporate Social and Environmental Responsibility;
      • details of issues arising during the fiscal year which have affected the business activities of the Company;
      • a report on the supervisory duties that have been performed by the Board of Commissioners during the preceding fiscal year;
      • the names of members of the Board of Directors and members of the Board of Commissioners; and
      • salaries and allowances for members of the Board of Directors and salaries or honorarium and allowances for members of the Board of Commissioners in the preceding year.
  • Financial Statement, that shall be prepared in accordance with the financial accounting standards, this Service will be assisted by BDO Business Service & Outsourcing.
  • Balance Sheet and Income Statement of the Relevant Fiscal Year, this Service will be assisted by BDO Business Service & Outsourcing.

       3. Preparation of the Meeting of Board of Director's, including:

  • Preparation of the meeting agenda;
  • Contacting or inviting the Board of Directors;
  • Preparation of meeting’s material;
  • Reminding the Board of Director the matters relating to the Company, the articles of association, and the prevailing laws and regulations for the issues to be discussed;
  • Producing minutes of meeting; and
  • Providing advices on the matters of corporate governance to the Board of Directors.

       4. Preparation of the Meeting of the Board of Commissioner, including:

  • Preparation of the meeting agenda;
  • Contacting or inviting the Board of Commissioners;
  • Preparation of meeting’s material;
  • Reminding the Board of Commissioners the matters relating to the Company, the articles of association, and the prevailing laws and regulations for the issues to be discussed
  • Producing minutes of meeting; and
  • Providing advices on the matters of corporate governance to the Board of Commissioners.

       5. Responsible for the Company’s orientation programs for the new Board of Directors and/or Board of Commissioners.

       6. Assisting in monitoring the Company’s compliance with its regulations and other statutory provisions, including:

  • Routine corporate secretarial compliance Maintenance of corporate registers;
  • Attending to routine changes of directors, commissioners and shareholders;
  • Providing general advice and guidance for incorporation including the new license application or license renewal;
  • Advising on matters regarding secretarial/statutory/compliance/accounting/tax, this Service will be assisted by BDO Business Service & Outsourcing and BDO Tax.

      7. Manage the implementation of Corporate Social Responsibility (CSR) program activities.

      8. Regarding the provision of Information and Relationship to Stakeholders:

  • Provide input to the Public Relation and Investor Relation to make arrangement regarding method and process of giving information/news by the Company and Communication as well as accommodate an information needs for the stake holders.

       9. Responsible to assist the Company in planning and implementing good corporate governance. This allows the company secretary to create the right culture for good corporate governance, and to guide management and the Board of Directors on how best to meet their responsibilities. With the intensified emphasis on transparency, company secretary can assist the Board of Directors to enhance a company’s corporate governance by:

  • Advising the Board of Directors on good practices in corporate governance;
  • Advising the Board of Directors on appropriate ethical and corporate behaviour best practices;
  • Presenting the Board of Directors with all relevant information to make informed decisions; and
  • Being involved in risk management and corporate responsibility matters.