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Corporate Board Resolution

Corporate Board Resolution Template for Indonesia

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Key Requirements PROMPT example:

Corporate Board Resolution

"I need a Corporate Board Resolution for PT Indo Tech Solutions authorizing the acquisition of a software development company valued at USD 5 million, with the transaction expected to close by March 2025, including all necessary regulatory compliance statements for OJK approval."

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Document background
Corporate Board Resolutions are essential governance documents used by Indonesian companies to formally record and implement board decisions. These resolutions, regulated primarily by Law No. 40 of 2007 on Limited Liability Companies, are required for various corporate actions ranging from ordinary business decisions to significant matters such as mergers, acquisitions, or changes in capital structure. The document must be prepared in accordance with Indonesian legal requirements, often requiring bilingual formatting (Indonesian and English), and may need notarization for certain types of decisions. Corporate Board Resolutions serve multiple purposes: they provide clear evidence of authority for corporate actions, establish accountability, fulfill regulatory requirements, and protect the interests of the company and its stakeholders. They are particularly crucial for dealings with third parties, regulatory compliance, and maintaining proper corporate governance records.
Suggested Sections

1. Header and Title: Company name, registration number, and document title 'Resolution of the Board of Directors/Commissioners'

2. Meeting Details: Date, time, location, and type of meeting (physical/virtual/hybrid)

3. Attendance: List of board members present and absent, confirmation of quorum requirements

4. Preamble: Reference to company's Articles of Association and relevant laws governing the meeting

5. Background: Context and reasons for the resolution, including any relevant previous decisions or circumstances

6. Deliberations: Summary of key points discussed during the meeting

7. Resolution(s): Clear statement of each decision made by the board

8. Implementation Authority: Authorization for specific individuals to execute the decisions

9. Closing: Formal closing statement and effective date of the resolution

10. Signatures: Space for board members' signatures and company seal

Optional Sections

1. Voting Results: Include when there's a split decision or when required by Articles of Association

2. Dissenting Opinions: Required when any board member registers formal disagreement with the decision

3. Regulatory Compliance Statement: Include when resolution relates to regulated matters or requires regulatory approval

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

5. Related Party Disclosure: Required when resolution involves related party transactions

6. Budget Impact: Include when resolution has significant financial implications

Suggested Schedules

1. Attendance Register: Detailed list of attendees with signatures, required for physical meetings

2. Supporting Documents: Key documents referenced in the resolution (e.g., financial statements, valuations)

3. Power of Attorney: If any board member is represented by proxy

4. Technical/Financial Analysis: When resolution involves significant business decisions

5. Regulatory Filings: Copies of required regulatory submissions related to the resolution

6. Company Profile: Current company details and registration information, required for certain corporate actions

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Company
Articles of Association
Board of Directors
Board of Commissioners
Meeting
Resolution
Shareholders
Company Law
Corporate Action
Effective Date
Financial Year
General Meeting of Shareholders
Independent Commissioner
Material Transaction
Notary
OJK
Quorum
Related Party
Signing Date
Authorized Representative
Corporate Secretary
Governing Law
Regulatory Approval
Applicable Laws
Implementation Period
Corporate Seal
Majority Vote
Minutes of Meeting
Registry of Companies
Subsidiary
Relevant Industries

Banking and Financial Services

Manufacturing

Mining and Resources

Technology

Real Estate

Retail and Consumer Goods

Infrastructure

Healthcare

Education

Transportation and Logistics

Energy

Telecommunications

Agriculture

Construction

Professional Services

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board Administration

Regulatory Affairs

Executive Office

Finance

Risk Management

Corporate Communications

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Counsel

Legal Director

Compliance Officer

Board Director

Commissioner

Corporate Governance Officer

Managing Director

Chief Financial Officer

Chief Legal Officer

Chief Operating Officer

Corporate Secretary

Legal Manager

Regulatory Affairs Manager

Industries
Law No. 40 of 2007 on Limited Liability Companies (Company Law): The primary legislation governing corporate operations in Indonesia, including provisions on board meetings, corporate governance, and decision-making processes
Law No. 30 of 2004 on Notary Position: Regulates the authentication and legalization of corporate documents, including board resolutions that require notarial certification
OJK Regulation No. 33/POJK.04/2014: Regulations concerning the Board of Directors and Board of Commissioners of Public Companies, relevant if the company is publicly listed
Company Articles of Association: Though not legislation, this is a crucial document that must be consulted as it contains specific requirements for board resolutions and decision-making processes
Law No. 24 of 2009 on National Flag, Language, Emblem and Anthem: Requires certain corporate documents to be in Indonesian language, which may affect the language requirements for board resolutions
Minister of Law and Human Rights Regulations: Various regulations concerning corporate administration and reporting requirements for board decisions
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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