Certificate of incorporation of company – The business world is getting more and more developed and the competition in product type, product quality, and marketing becomes more crowded and tight, so there is often unhealthy competition and beat each other. To overcome the mutual harm between one companies with another company, it is necessary to hold a form of mutually beneficial cooperation.
One form of cooperation that can be pursued is through a business combination between two or more companies with other companies both similar and unlike. If you like to do a incorporation of company, you would need to have a certificate of incorporation of company. That’s why you need to know the requirements.
Type of Business Incorporation
There are two types of business incorporations:
1) Acquisition is an amalgamation whereby one of the companies, the acquirer gains controls of the net assets and the acquired company’s operations, by granting certain assets, recognizing a liability, or issuing shares.
2) Uniting of interest / pooling of interest is a business combination in which the shareholders of the merging company jointly bring together control over the whole, or effectively all of the net assets and control operations of the joining company and subsequently endure all risks and benefits attached to the joint entity, so that no party can be identified as an acquirer.
Forms of Business Incorporation
The forms of business incorporation can be divided into several classes, among others, as follows:
1) In terms of merger, there are three forms of business combination as follows:
- Horizontal merger, ie merging of similar companies into one larger company. In general, the basis of the formation of this business combination is to avoid the existence of competition among similar companies and improve efficiency among the companies concerned.
- Vertical incorporation, ie the merger of the previous company, both have a mutually beneficial relationship, for example a company other than supplier raw materials of other companies who then join in order to be maintained the certainty of raw materials and continuity of production.
- Incorporation of conglomerate, which is a combination of horizontal and vertical merging. Merger of this conglomerate is a combination of companies that have different businesses such as transport companies to join hotel service companies and food companies (catering).
2) In terms of law, the business combination is divided into:
- Merger, which is a business combination by way of one company to buy another company then the company that bought it becomes a subsidiary or dissolved. The company he bought has no legal status anymore and who has legal status is the company that bought it.
- Consolidation, another form of merger, is a business combination by way of one company joining another company to form a new company
- Affiliate, ie business combination by buying most shares or all shares of another company to obtain controlling interest. The controlled company does not lose its legal status and still operates like any other company.
Getting the Certificate of Incorporation of Company
Certificate of incorporation of company is a mandatory permit for a surviving company after the merger to carry out the commercial production of the merger company.
To obtain the certificate, there are requirements that must be completed, namely:
- Letter of application for stamp duty enough to be signed by directors / head of company addressed to Governor.
Copy of Investment Registration / Permit of Investment Principle / Permit Principle of Investment Expansion / Investment Approval Letter / Business License and / or Investment Expansion Approval Letter / Expansion Business License owned;
- Photocopy of Identity Card for the applicant;
- Photocopy of Company Establishment Deed and Amendment;
- Photocopy of the Company’s Articles of Association from the Minister of Law and Human Rights (for the applicants of Indonesian business entities);
- Proof of land ownership / use on behalf of the company (Photocopy of Land title certificate or Contract of land);
- Proof of ownership / use of building / building;
- Copy of Disturbance License or Photocopy of Business Place License for businesses located outside the industrial estate;
- Investment Activity Report last for the company that continues the business (surviving company);
- Photocopy of approval / endorsement of the Environmental Impact Assessment or records of approval / endorsement of Environmental Management Environment documents and Environmental Monitoring Efforts;
- Other requirements as regulated in the relevant technical regulatory agencies and / or local regulations;
- Deed of Declaration of Resolution of the General Meeting of Shareholders concerning the Agreement of all shareholders of each company, both the surviving company and the merging company concerning the consolidation agreement of the company;
- a merger deed approved by the Minister of Law and Human Rights concerning the Agreement of all shareholders of each company whether the company is a surviving company or a merging company concerning the consolidation agreement of the company;
- Power of Attorney is sufficient, if the application of a petition is not made directly by the applicant / board of directors / management of the company;
To get the certificate of incorporation of company, the company actually needs to spend no money. Although in reality there are parties who take advantage in terms of making this certificate. So make sure if you want to combine the company, register its own certificate, without having to seek help brokers. You also only need to wait for 7 (seven) days since the application file is received completely.