Members Written Resolution Template for Indonesia
Generate a bespoke document
What is a Members Written Resolution?
The Members Written Resolution is a crucial corporate governance tool in Indonesian business practice, specifically authorized under Law No. 40 of 2007 on Limited Liability Companies. This document type is typically used when shareholders need to make decisions efficiently without convening a physical general meeting, provided all shareholders agree to this approach. It's commonly employed for routine corporate matters, significant business decisions, or urgent resolutions requiring shareholder approval. The document must comply with Indonesian legal requirements, including proper documentation of shareholder details, clear statement of resolutions, and appropriate execution procedures. Written resolutions are particularly valuable for companies with foreign shareholders or those requiring quick decision-making, though certain major corporate actions may still require physical meetings under Indonesian law.
About the Members Written Resolution
A Members Written Resolution is an essential corporate governance document that enables Indonesian company shareholders to make binding decisions without the need for a physical general meeting. Under Law No. 40 of 2007 on Limited Liability Companies, this mechanism provides an efficient alternative to traditional shareholder meetings, allowing companies to expedite decision-making processes while maintaining legal compliance and proper corporate governance standards.
When do you need this document?
You'll need a Members Written Resolution when your company requires shareholder approval for corporate actions but wants to avoid the time and expense of convening a formal general meeting. This document is particularly useful for routine matters such as approving annual accounts, ratifying director appointments, or authorizing ordinary business transactions. It's also valuable for urgent decisions that cannot wait for scheduled meetings, such as responding to time-sensitive business opportunities or addressing regulatory compliance issues. Companies with international shareholders often prefer written resolutions as they eliminate the logistical challenges of coordinating physical attendance across different time zones and jurisdictions.
Key legal considerations
Under Indonesian law, written resolutions require unanimous consent from all shareholders, making them suitable only when complete agreement is anticipated. The resolution must clearly identify the company, provide comprehensive shareholder details including shareholding percentages, and contain precise wording of the decisions being made. You must ensure that the matters being resolved are within the scope of shareholder authority as defined in your company's articles of association and do not require special procedures under Indonesian company law. Certain significant corporate actions, such as amendments to articles of association, major asset disposals, or fundamental changes to company structure, may have additional requirements or may not be suitable for written resolution procedures. The document must be properly executed with original signatures from all participating shareholders and maintained in the company's corporate records.
Legal requirements in Indonesia
Indonesian law mandates specific compliance requirements for Members Written Resolutions under Law No. 40 of 2007 and related regulations. The resolution must reference the relevant provisions of the company's articles of association that authorize written decision-making procedures. OJK Regulation No. 15/POJK.04/2020 provides additional guidelines for public companies regarding shareholder resolution procedures. You must ensure proper documentation includes complete company registration details, comprehensive shareholder information with current shareholding records, and clear statement of the resolutions being adopted. The executed resolution should be notarized where required and filed with the company secretary for inclusion in corporate records. For certain matters, you may need to notify the Ministry of Law and Human Rights or other relevant authorities as specified in Minister of Law and Human Rights Regulation No. 15 of 2019, particularly for corporate actions requiring government notification or registration.
GOVERNING LAW
Applicable law
This Members Written Resolution is drafted to comply with Indonesia law. Key legislation includes:
OJK Regulation No. 15/POJK.04/2020: Regulations regarding the planning and implementation of general meeting of shareholders of public limited companies, including provisions for written resolutions
Minister of Law and Human Rights Regulation No. 15 of 2019: Procedures for submitting applications and notifications for corporate actions, including registration of shareholder resolutions
Indonesian Civil Code (Kitab Undang-undang Hukum Perdata): Provides general principles of contract law and legal documentation that may affect the form and content of written resolutions
Law No. 30 of 2004 on Notary Position: Relevant for cases where notarial deeds are required for certain corporate actions approved through written resolutions
Explore 208,390+ legal templates
Explore 208,390+ legal templates
Genie's Security Promise
Genie is the safest place to draft. Here's how we prioritise your privacy and security.
Your data is private:
We do not train on your data; Genie's AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it