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Ordinary Resolution Of Shareholders

Ordinary Resolution Of Shareholders Template for Indonesia

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Key Requirements PROMPT example:

Ordinary Resolution Of Shareholders

"I need an Ordinary Resolution of Shareholders to approve the appointment of Ms. Sarah Johnson as a new Director of PT Tech Solutions Indonesia, to be effective from March 15, 2025, following our upcoming AGM in Jakarta."

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Document background
The Ordinary Resolution of Shareholders is a fundamental corporate governance document used in Indonesian companies to formalize decisions made by shareholders in accordance with Law No. 40 of 2007 on Limited Liability Companies. This document is required when shareholders need to make routine business decisions that require a simple majority vote (more than 50%) rather than a special resolution. Common uses include approving annual financial statements, appointing or removing directors, declaring dividends, or authorizing routine corporate actions. The resolution must be properly documented, include meeting details, attendance records, and voting results, and comply with both statutory requirements and the company's Articles of Association. It serves as an official record of corporate decision-making and may need to be filed with relevant authorities or used to demonstrate proper corporate governance to stakeholders.
Suggested Sections

1. Title and Date: Formal title of the resolution including company name, type of resolution (ordinary), and date of passing

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

3. Meeting Information: Details of when and where the meeting was held, whether it was physical or virtual, and type of meeting (AGM/EGM)

4. Attendance and Quorum: List of shareholders present or represented, confirmation that quorum requirements were met as per Articles of Association

5. Preamble: Reference to relevant laws, Articles of Association, and meeting notice

6. Resolution Text: Clear statement of the resolution(s) being passed, using 'RESOLVED THAT' format

7. Voting Results: Record of votes cast (for/against/abstain) and confirmation of passing

8. Certification: Statement certifying the resolution's validity, usually signed by the Chairman or Company Secretary

Optional Sections

1. Recitals: Background information explaining why the resolution is necessary - include when complex matters need context

2. Conditions Precedent: Any conditions that must be met before the resolution becomes effective - include when resolution implementation depends on external factors

3. Implementation Instructions: Specific directions for carrying out the resolution - include when resolution requires specific actions

4. Authorizations: Specific powers granted to directors/officers to implement the resolution - include when additional authority needs to be explicitly granted

Suggested Schedules

1. Notice of Meeting: Copy of the notice sent to shareholders announcing the meeting

2. Attendance Register: Detailed list of shareholders present and their shareholding percentages

3. Proxy Forms: Copies of valid proxy forms submitted by shareholders who appointed representatives

4. Supporting Documents: Any relevant documents referenced in the resolution (e.g., financial statements, valuation reports)

5. Power of Attorney: If applicable, any power of attorney documents authorizing representatives to vote

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 Industries

Financial Services

Manufacturing

Technology

Real Estate

Retail

Mining

Agriculture

Healthcare

Education

Transportation

Energy

Telecommunications

Construction

Professional Services

Consumer Goods

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board Administration

Executive Office

Shareholder Relations

Corporate Affairs

Administrative Support

Risk Management

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Secretary

Legal Counsel

Board Director

Managing Director

Compliance Officer

Corporate Governance Officer

Chief Legal Officer

Chief Financial Officer

Board Chairman

Shareholder Relations Manager

Corporate Affairs Manager

Legal Manager

Administrative Officer

Industries
Law No. 40 of 2007 on Limited Liability Companies: The primary law governing companies in Indonesia, including provisions on shareholder rights, voting mechanisms, and corporate decision-making processes
OJK Regulation No. 15/POJK.04/2020: Regulations on the Planning and Implementation of General Meeting of Shareholders of Public Limited Companies, providing detailed requirements for shareholder meetings
Indonesian Civil Code (Kitab Undang-undang Hukum Perdata): Provides general principles of contract law and legal agreements that apply to corporate documents and resolutions
Company Articles of Association: While not legislation, the company's Articles of Association must be consulted as they contain specific requirements for passing resolutions and may set additional requirements beyond the law
Law No. 25 of 2007 on Investment: Relevant if the resolution involves matters related to foreign investment or ownership changes in the company
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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