Shareholder Minutes Template for Indonesia

A formal document required under Indonesian corporate law that records the proceedings, discussions, and resolutions passed during a shareholders' meeting of an Indonesian company. The document must comply with Law No. 40 of 2007 on Limited Liability Companies and related regulations, including specific requirements for content, format, and execution. It serves as an official record of corporate decisions and must be maintained as part of the company's legal documentation, potentially requiring submission to relevant authorities such as the Ministry of Law and Human Rights or the Financial Services Authority (OJK) for certain types of resolutions.

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What is a Shareholder Minutes?

Shareholder Minutes are essential corporate documents required for all Indonesian companies under Law No. 40 of 2007 on Limited Liability Companies. These minutes serve as the official record of shareholders' meetings, whether annual general meetings (RUPS Tahunan) or extraordinary general meetings (RUPS Luar Biasa). The document must capture all key aspects of the meeting, including attendance, discussions, voting results, and resolutions passed. For public companies, additional requirements apply under OJK regulations. The minutes must be prepared in Bahasa Indonesia, though bilingual versions are common for companies with foreign shareholders. Proper maintenance of Shareholder Minutes is crucial for corporate governance, legal compliance, and providing evidence of properly authorized corporate actions.

What sections should be included in a Shareholder Minutes?

1. Header Information: Company name, registration number, and address as registered with the Ministry of Law and Human Rights

2. Meeting Details: Date, time, venue, and type of meeting (Annual General Meeting or Extraordinary General Meeting)

3. Attendance Record: List of shareholders present (in person or by proxy), including number of shares and percentage of total shareholding represented

4. Meeting Chairman and Secretary: Names and roles of the meeting chairman and appointed secretary

5. Quorum Confirmation: Statement confirming that quorum requirements were met as per Articles of Association and applicable laws

6. Agenda Items: Detailed list of all agenda items to be discussed and decided upon

7. Discussion and Deliberation: Summary of key discussions and deliberations for each agenda item

8. Voting Results: Results of any voting conducted, including numbers of votes for, against, and abstaining

9. Resolutions: Clear statement of all resolutions passed during the meeting

10. Closing: Time of meeting conclusion and signature block for Chairman and Secretary

What sections are optional to include in a Shareholder Minutes?

1. Questions and Answers: Record of any Q&A session held during the meeting, used when significant questions were raised and addressed

2. Dissenting Opinions: Record of any formal dissenting opinions expressed by shareholders, included when there are significant disagreements

3. Power of Attorney Verification: Details of proxy verification process, required when shareholders are represented by proxies

4. Electronic Meeting Details: Technical details of electronic meeting platform and verification procedures, required for virtual or hybrid meetings

5. Language Statement: Statement about translation if the minutes are bilingual, needed when foreign shareholders are involved

What schedules should be included in a Shareholder Minutes?

1. Attendance List: Detailed list of all attendees including shareholders, proxies, directors, commissioners, and invited guests

2. Voting Tally Sheets: Detailed breakdown of voting results for each resolution

3. Supporting Documents: Any relevant documents presented or referenced during the meeting

4. Proxy Forms: Copies of valid proxy forms submitted for the meeting

5. Meeting Notices: Copies of meeting notices and publications as required by law

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

Jurisdiction

Indonesia

Publisher

Genie AI

Cost

Free to use

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