Document background
A Directors Resolution To Issue Shares is a fundamental corporate document used when an Indonesian company wants to increase its share capital or bring in new shareholders. This document is required under Indonesian law, specifically Law No. 40 of 2007 on Limited Liability Companies, whenever new shares are to be issued. It serves multiple purposes: documenting the board's decision-making process, ensuring compliance with regulatory requirements, protecting directors by showing proper corporate governance, and providing necessary authorization for the share issuance. The resolution must detail the terms of the share issuance, confirm compliance with pre-emptive rights requirements, and address any foreign investment restrictions if applicable. For public companies, additional compliance with OJK regulations must be demonstrated. The document is typically prepared following shareholder approval for the share issuance and precedes the actual issuance of share certificates.
