Ordinary Resolution Of Shareholders Template for Indonesia

When you need to formalize shareholder decisions in your Indonesian company, an Ordinary Resolution Of Shareholders provides the legal framework to document routine corporate actions. Under Indonesia's Law No. 40 of 2007 on Limited Liability Companies, this document serves as official proof that shareholders have approved specific business decisions through a simple majority vote of more than 50%.

When do you need this document?

You'll require an Ordinary Resolution Of Shareholders for most routine corporate decisions that don't require special resolution status. This includes approving annual financial statements and annual reports, appointing or removing directors and commissioners, determining director remuneration, declaring and distributing dividends, and approving routine business transactions. You'll also need this resolution when authorizing the company to enter into ordinary course business contracts, approving changes to company policies that don't affect the Articles of Association, or making decisions about ordinary capital expenditures within authorized limits.

Key legal considerations

Your resolution must contain specific elements to ensure legal validity under Indonesian law. The document must clearly identify the company with full legal name and registration details, specify the type and date of the meeting where the resolution was passed, and include detailed attendance records showing which shareholders were present or represented. You need to demonstrate that quorum requirements were met according to your Articles of Association, typically requiring at least two-thirds of issued shares to be represented. The voting results must be clearly documented, showing the number of shares voted in favor, against, and abstaining. Your resolution should reference the specific authority under which the decision is being made, whether from the company's Articles of Association or applicable Indonesian corporate law.

Legal requirements in Indonesia

Under Law No. 40 of 2007, your company must follow strict procedural requirements for passing ordinary resolutions. If your company is publicly listed, you must also comply with OJK Regulation No. 15/POJK.04/2020 regarding General Meeting of Shareholders procedures. The meeting must be properly convened with adequate notice to all shareholders as specified in your Articles of Association, typically at least 14 days for routine meetings. Minutes of the meeting must be prepared and signed by the chairman and at least one other attendee. For certain resolutions, particularly those involving related party transactions or significant corporate actions, additional disclosure requirements may apply. The resolution may need to be reported to the Ministry of Law and Human Rights or other relevant authorities depending on the nature of the decision. Ensure your company secretary or legal counsel reviews the resolution for compliance with both statutory requirements and your specific Articles of Association before implementation.