Circular Resolution Of Shareholders Template for Indonesia

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Key Requirements PROMPT example:

Circular Resolution Of Shareholders

"I need a Circular Resolution of Shareholders for an Indonesian private limited company to approve the appointment of a new Board of Directors and increase the authorized capital from IDR 500 million to IDR 2 billion, to be effective from March 15, 2025."

Document background
The Circular Resolution of Shareholders is a crucial corporate governance tool in Indonesian business practice, particularly when rapid decision-making is required or when organizing physical meetings proves impractical. This document type is explicitly recognized under Law No. 40 of 2007 on Limited Liability Companies (Company Law) and enables companies to obtain shareholder approval for various corporate actions without the formality of a general meeting. Common uses include approving annual reports, appointing directors or commissioners, authorizing significant transactions, or amending company articles. The resolution must be signed by all shareholders to be valid, as unanimous consent is typically required under Indonesian law. It's particularly valuable for companies with foreign shareholders or those needing to make decisions quickly, though certain matters may still require a physical meeting by law.
Suggested Sections

1. Title and Date: Clear identification of the document as a Circular Resolution of Shareholders with the date of execution

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

3. Shareholder Details: Names and details of all shareholders, including the number of shares held and percentage of ownership

4. Legal Basis: Reference to relevant articles of the company's Articles of Association and Law No. 40 of 2007 that permit circular resolutions

5. Background: Brief context explaining why the resolution is being made

6. Quorum Confirmation: Statement confirming that the required quorum for decision-making is met

7. Resolutions: Clear and specific statement of the decision(s) being approved by the shareholders

8. Effective Date: Statement of when the resolution becomes effective

9. Execution Block: Signature blocks for all shareholders or their authorized representatives

Optional Sections

1. Recitals: Additional background information when complex circumstances need to be explained

2. Conditions Precedent: Include when the resolution's effectiveness depends on certain conditions being met

3. Corporate Seal: Required if company policy or articles mandate use of corporate seal

4. Witness Section: Include when local practice or company policy requires witness signatures

5. Notary Statement: Required when the resolution needs to be notarized under Indonesian law

Suggested Schedules

1. Schedule A - List of Shareholders: Detailed list of shareholders with their complete information when there are numerous shareholders

2. Schedule B - Supporting Documents: Any relevant supporting documents referenced in the resolution

3. Schedule C - Specific Terms: Detailed terms of the decision being approved, if too lengthy to include in main text

4. Appendix 1 - Power of Attorney: If any shareholders are represented by proxy

5. Appendix 2 - Corporate Documents: Relevant corporate documents such as Articles of Association excerpts or board recommendations

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

Financial Services

Manufacturing

Technology

Real Estate

Mining

Agriculture

Retail

Healthcare

Transportation

Energy

Telecommunications

Construction

Professional Services

Education

Hospitality

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board Affairs

Shareholder Relations

Corporate Affairs

Executive Office

Investment Relations

Corporate Communications

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Chief Legal Officer

Board Director

Managing Director

Corporate Secretary

Compliance Officer

Legal Manager

Corporate Governance Officer

Shareholder Relations Manager

Investment Relations Director

Chief Financial Officer

Corporate Affairs Director

Industries
Teams

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