Shareholder Written Resolution Template for Indonesia

A Shareholder Written Resolution provides Indonesian companies with an efficient mechanism to obtain shareholder approval for corporate decisions without convening a physical general meeting. This legal document enables your company to make timely business decisions while maintaining compliance with Indonesian corporate governance requirements under Law No. 40 of 2007.

When do you need this document?

You'll need a Shareholder Written Resolution when your company requires shareholder approval for routine corporate matters but cannot practically convene a general meeting. This situation commonly arises when shareholders are geographically dispersed, time-sensitive decisions must be made quickly, or the company has a small number of shareholders making physical meetings unnecessary. Typical scenarios include approving annual financial statements, authorizing management decisions, ratifying board appointments, or making routine operational changes. However, major corporate restructuring, amendments to articles of association, or dissolution typically require physical meetings under Indonesian law.

Key legal considerations

Your written resolution must meet specific legal requirements to be valid under Indonesian law. The document must clearly state each proposed resolution with sufficient detail for informed decision-making. You must ensure proper circulation to all entitled shareholders with adequate notice periods as specified in your company's articles of association. Quorum requirements must be satisfied, and voting thresholds must comply with both statutory minimums and any higher thresholds in your articles. The resolution must include voting instructions, deadlines for responses, and procedures for returning signed documents. Some resolutions may require notarization or witness signatures, particularly those involving significant corporate changes or regulatory compliance matters.

Legal requirements in Indonesia

Under Indonesian Law No. 40 of 2007, written resolutions are subject to strict procedural requirements. Your company must follow circulation procedures outlined in the articles of association, ensuring all shareholders receive identical information and voting materials. POJK No. 15/POJK.04/2020 provides additional requirements for public companies, including specific notice periods and disclosure obligations. The resolution must be signed by shareholders representing the required voting threshold, typically a simple majority unless your articles specify otherwise. For certain matters like capital increases or major transactions, notarization under Law No. 30 of 2004 may be mandatory. Foreign shareholders must comply with investment law requirements under Law No. 25 of 2007, and the completed resolution should be filed with relevant authorities when required by specific regulations.