changing of Director at CV company

[meerkat]

for me this is an unfamiliar situation that some of you may have some experience with or know of someone who has dealt with it?

Director moving on after 13 years and wants to relinquish responsibility as Pemilik

what is the process to change from one owner to another-or what are the choices?

CV company, as you know, has two Indonesian Directors-one is the owner and so the SIUP is in his name -

I would appreciate hard facts-or cases you're familiar with-or legal precedents - rather than opinions-thanks

[gilbert de jong]

very dependable on agreements between the two directors...
I am guessing the leaving director wants to see money as he/she is entitled too.
usually (should be) there are pre-made agreements (made at the time of founding the company),
for example buy-out procedures...if one director/owner wants to quit, giving the other director/owner the (first) chance to buy him out.
If there are no such agreements and the leaving director has someone else to take over his shares, there's not much the staying director/owner can do about it.
I would recommend to have a sit down with either the two directors and if there's a third party (new owner/director) involved make it a threesome.
If for some reason the relationship between partys prohibits this, then it's time to ask help from a lawyer.
friendly greetings, gilbert.

[meerkat]

thanks Gilbert

beyond all that after agreements have been reached,my question is of a practical nature-

what is the process to change name replacing outgoing director on SIUP with that of the next Director?

Assuming that all the company papers must bear the same Director name-and the company AKTA has the original Directors name.

Is it just a matter of outgoing & incoming directors meeting with a Notaris and signing over the responsibility of Pemilik?

assuming the secession is not by sale of company and it is 'business as usual'

what is process for editing SIUP and AKTA ?

[gilbert de jong]

ooooowww...that's what you wanted to know

Yeah for the ownership-change (AKTE) they would have to go to a notary,
then for the namechange of SIUP

here's what needed to do so..
PERUBAHAN SIUP :

1. Copy KTP penanggung jawab /Direktur (copy KTP of new director)
2. Copy Akta pendirian /perubahan + SK Menkumham (copy of Akte namechange from the notary)
3. ASLI Surat Keterangan Domisili Perusahaan (original letter of location business)
4. Copy NPWP (copy of the taxnumber)
5. Pas photo penanggung jawab ukuran 3 X 4 = 2 lbr berwarna (Two 3x4 colorphoto of new director)
6. SIUP ASLI yang lama (old original SIUP)


If it's to daunting of a task, one could use the services of a buro jasa for this...somewhat same as visa-agents ;)


sorry for the misunderstanding/reading your first post

[meerkat]

excellent-thanks for this answer-

exactly what I was looking for

cheers

[gilbert de jong]

your welcome

oh and costs for the new SIUP, anywhere between 1jt to 1,5jt for a 7-10 workingdays processingtime
or between 2 and 2,5jt for a 3 workingdays processingtime.

[meerkat]

that's good information to have in advance too-thanks again.

Now that I am here again-at the start again, so to speak-of defining a business relationship with the next director-I am drawn back to the cogent points you brought up in first post about pre made agreements

""usually (should be) there are pre-made agreements for example buy-out procedures...""

do you mean similar to buying land lease in nominee name with 5 contracts...family not having any pecuniary interest ...ownership to revert in case of untimely death ... presale contract signed.. , fees for eventual resale being established up front etc ?

what would you suggest - particularly concerning this situation arising again-what papers would make me secure in that event?

also in case I want to sell on the company to other outside individual further down the road- what agreements should I put in place with the "new owner"

[gilbert de jong]

no worries, my pleasure to help out if and when I can.

about the pre-made agreements, yes somewhat similar as the buying land nominee contracts.
only instead of landtitles, these contracts will safeguard your holdings of the company.

It's basically up to you, what kind of procedures you want to put into the contract, regarding any future sale of the company.
but I am no business-lawyer, and I would hate myself if I would give you wrong advice...
so it's better to have a talk with a company who can help you a whole lot better then I do.
You can 'learn' alot by just writing an enquiry about your questions to such a company,
they start charging if there's legwork to be done or papers/contracts need to be made.

just to check if I read right..."if further down the road, you as owner sells the company to someone else, what kind of agreements you should make with that new owner"
or do you mean "with this (now) new owner" ?

[meerkat]

what kind of contracts should I make with the new director we are changing ownership to now- so that if/when this same situation comes up again -changing director-the agreements are already signed.....

thanks for your interesting comments

[gilbert de jong]

okidoki...I understand.

Depends a bit on the 'relationship' with this new director owner..
I mean is it a real partnership (equal parts of investment in the company), or just like the nominee for purchasing land (using the name for the papers)?

If it's a real partner, then I think there would have been an financial evaluation of the company as it is now...and based on that there's an agreement on how much he pays
to become a partner... money changes hands, so how much money and for what purpose can be notarized, now related to this you can then make up an agreement something like,
"if in case one of the two owners (either one.., can be you can be him) wants to sell his part ownership of the company, then the other owner has first right to buy him out,
within a specific time period." ofcourse the things like 'in case of untimely death, family interest (like you wrote above) is not applicable here.

if it's a nominee-director/owner, then you can make contracts similar to the land-nominee...

But again, if I were you I would contact some professional regarding this...

on a personal note :
For all businesses I am involved with (moneywise) on Bali, the only thing I have on paper are notarized contract/agreement between the owner (manager/director) and me,
saying somewhat like 'he' borrows XX amount of rupiah from me, and for this money...he 'gives' 50% of the company to me.

Now I am not saying that is smart/safe and everyone should just do it that way!