Board Resolution To Appoint Director Template for Indonesia

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Key Requirements PROMPT example:

Board Resolution To Appoint Director

"I need a Board Resolution To Appoint Director for my Indonesian technology startup, appointing Ms. Sarah Chen as our new Technical Director effective March 1, 2025; she's a Singaporean citizen so we need to ensure all foreign director requirements are included."

Document background
A Board Resolution To Appoint Director is a crucial corporate governance document required under Indonesian law whenever a company appoints a new director to its board. This document is mandated by Law No. 40 of 2007 on Limited Liability Companies and must be prepared in accordance with the company's articles of association. The resolution is typically drafted following a board meeting where the appointment decision is made, and it serves multiple purposes: documenting the appointment decision, establishing the director's authority and responsibilities, and providing the necessary legal basis for regulatory filings. The document must be prepared in Indonesian or bilingually if the company has foreign investments, and it requires submission to the Ministry of Law and Human Rights for official recognition of the appointment. For foreign director appointments, additional requirements from the Investment Coordinating Board (BKPM) must be addressed in the resolution.
Suggested Sections

1. Header and Company Details: Full legal name of the company, registration number, and registered address

2. Meeting Details: Date, time, location of the board meeting, and confirmation of quorum

3. Attendance Record: List of board members present and absent, including method of attendance (in person/virtual)

4. Chairperson Declaration: Statement declaring the meeting properly constituted and the chairperson's authority

5. Background and Context: Explanation of the need for new director appointment and any relevant background information

6. Resolution Details: Formal resolution text appointing the new director, including full name, identification details, and position

7. Terms of Appointment: Key terms including start date, role responsibilities, and any specific authorities granted

8. Compliance Statement: Confirmation that the appointment complies with company constitution and relevant laws

9. Authorization: Authority granted to company officers to file necessary notifications with relevant authorities

10. Closure: Formal closing of the resolution with signatures of board members

Optional Sections

1. Foreign Director Requirements: Required when appointing a foreign director, including work permit requirements and BKPM compliance

2. Shareholding Requirements: Include if the director is required to hold shares in the company as per articles of association

3. Special Conditions: Any special conditions or restrictions on the director's authority

4. Regulatory Approvals: Required for regulated industries or when specific regulatory approvals are needed

5. Replacement Details: Include when the new director is replacing a retiring or resigning director

6. Remuneration Package: If the board is also approving the remuneration package in the same resolution

Suggested Schedules

1. Director's Personal Information: Detailed information about the appointed director including CV, identification documents, and contact details

2. Acceptance Letter: Signed acceptance of appointment from the new director

3. Regulatory Certificates: Copies of any required regulatory certifications or approvals

4. Previous Board Resolution: If referencing a previous resolution regarding the directorship

5. Company Constitution Extract: Relevant excerpts from company constitution regarding director appointments

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

Relevant Industries

Banking and Financial Services

Manufacturing

Technology

Retail

Mining and Resources

Healthcare

Education

Transportation and Logistics

Real Estate

Construction

Agriculture

Telecommunications

Energy

Professional Services

Consumer Goods

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Compliance

Human Resources

Corporate Governance

Administrative

Board Support

Regulatory Affairs

Executive Office

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Secretary

Legal Director

Compliance Officer

Board Director

Managing Director

Human Resources Director

Corporate Governance Officer

Legal Counsel

Administrative Officer

Regulatory Affairs Manager

Company Director

Executive Assistant to Board

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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