General Meeting Resolution Template for Indonesia

You need a General Meeting Resolution whenever your Indonesian company holds formal shareholder meetings to make important corporate decisions. This document serves as the official record of what was discussed, voted on, and approved during your Annual General Meeting (AGM) or Extraordinary General Meeting (EGM), providing legal evidence that proper corporate governance procedures were followed.

When do you need this document?

You must prepare a General Meeting Resolution for every formal shareholder meeting where decisions are made. This includes annual meetings to approve financial statements and appoint directors, extraordinary meetings to approve major transactions like mergers or acquisitions, meetings to declare dividends or authorize capital increases, sessions to amend your company's articles of association, and gatherings to approve related party transactions. The document is also required when shareholders vote on corporate restructuring, director remuneration packages, or appointment of external auditors. Without proper resolution documentation, your corporate decisions may lack legal validity and could be challenged by regulators or stakeholders.

Key legal considerations

Your General Meeting Resolution must accurately capture all essential meeting elements to ensure legal compliance. Include complete attendance records showing each shareholder's name, share ownership percentage, and whether they attended in person or by proxy, as this establishes meeting quorum validity. Document the meeting chairman and secretary appointments, as these roles are legally required under Indonesian corporate law. Record all agenda items discussed and the specific wording of each resolution passed, including exact vote counts for transparency. Ensure that voting procedures followed your company's articles of association and applicable laws, particularly regarding special majority requirements for certain decisions. The resolution should also note any objections raised during deliberations and how conflicts of interest were managed.

Legal requirements in Indonesia

Under Law No. 40 of 2007 on Limited Liability Companies, your General Meeting Resolution must meet specific Indonesian legal standards. The document must be prepared in Indonesian language and follow prescribed formatting requirements, including proper identification of your company's legal name, registration number, and registered address. For public companies, you must also comply with OJK Regulation No. 15/POJK.04/2020 regarding meeting procedures and documentation standards. Certain resolutions, particularly those involving articles of association amendments or major corporate changes, may require notarization under Law No. 2 of 2014 on Notary Position. The completed resolution must be filed with the Ministry of Law and Human Rights within the prescribed timeframe, typically 30 days after the meeting. Maintain proper records as these documents may be requested during regulatory inspections or legal proceedings.