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Removal Of Director Resolution

Removal Of Director Resolution Template for Indonesia

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Key Requirements PROMPT example:

Removal Of Director Resolution

"I need a Removal of Director Resolution for our Indonesian manufacturing company to immediately remove our Technical Director due to serious misconduct discovered on January 15, 2025, ensuring all regulatory notifications are included and emphasizing the immediate return of company property."

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Document background
The Removal of Director Resolution is a crucial corporate governance document used in Indonesian companies when shareholders decide to terminate a director's appointment. This document is required under Law No. 40 of 2007 on Limited Liability Companies and must be prepared whenever a director is to be removed before the end of their term or under circumstances specified in the company's Articles of Association. The resolution typically follows a general meeting of shareholders where the removal is approved and must include specific details about the meeting, voting results, and grounds for removal. It serves multiple purposes: documenting the corporate decision-making process, fulfilling regulatory requirements, and providing legal protection for the company. The document is particularly important for updating company records with the Ministry of Law and Human Rights and other relevant authorities in Indonesia.
Suggested Sections

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

2. Meeting Details: Date, time, location, and type of meeting (e.g., Extraordinary General Meeting of Shareholders)

3. Attendance and Quorum: List of shareholders present/represented, confirmation of meeting quorum as per Articles of Association

4. Background: Brief context about the current directorship and reason for proposed removal

5. Resolution: Formal statement of the resolution to remove the director, including effective date

6. Director Details: Full name and details of the director being removed

7. Declaration: Statement that the resolution was passed in accordance with the company's Articles of Association and applicable laws

8. Authorization: Authorization for company officers to take necessary actions to implement the resolution

Optional Sections

1. Interim Management Arrangements: Include when temporary management arrangements need to be put in place until a new director is appointed

2. Handover Requirements: Include when specific handover obligations need to be documented

3. Confidentiality Obligations: Include when there's a need to reinforce post-removal confidentiality obligations

4. Compensation Details: Include when there are specific termination payments or arrangements to be documented

5. Regulatory Notifications: Include when the company needs to document required notifications to regulatory bodies

Suggested Schedules

1. Attendance Register: List of all attendees including shareholders, proxies, and other authorized participants

2. Voting Results: Detailed breakdown of the voting results if a poll was taken

3. Notice of Meeting: Copy of the notice calling the meeting where the resolution was passed

4. Powers of Attorney: Copies of any powers of attorney or proxy forms used for the meeting

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

Retail

Healthcare

Energy

Mining

Transportation

Real Estate

Agriculture

Education

Construction

Telecommunications

Professional Services

Hospitality

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board Administration

Human Resources

Risk Management

Corporate Affairs

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Governance Officer

Compliance Manager

Board Secretary

Director of Legal Affairs

Corporate Affairs Manager

Risk Management Officer

Human Resources Director

Managing Director

Chairman of the Board

Chief Legal Officer

Regulatory Compliance Officer

Industries
Law No. 40 of 2007 on Limited Liability Companies: The primary legislation governing corporate matters in Indonesia, including procedures for appointment and dismissal of directors, requirements for shareholders' meetings, and corporate governance standards
OJK Regulation No. 33/POJK.04/2014: Regulations concerning the Board of Directors and Board of Commissioners of Public Companies, including procedures for appointment and dismissal
Indonesian Civil Code (KUHPerdata): Provides general principles of contract law and legal relationships that may be relevant to director removal proceedings
Law No. 13 of 2003 on Employment: Relevant for considering employment relationship aspects of director removal, particularly if the director is also an employee of the company
Company's Articles of Association: Though not legislation, must be consulted as it contains specific provisions regarding director removal procedures and requirements for the particular company
Law No. 8 of 1995 on Capital Markets: Relevant if the company is publicly listed, governing disclosure requirements and corporate actions in public companies
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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