Annual general meeting of shareholders in Indonesia | Procedures, period, and points to note
The annual general meeting of shareholders is an inevitable procedure for companies expanding into Indonesia.
However, it is not easy to understand the correct procedures and precautions in detail.
Therefore, in this column, in addition to the basic knowledge of annual shareholder meeting procedures in Indonesia,
We have summarized the points you should pay attention to.
1. Why is an annual general meeting necessary?
The annual general meeting in Indonesia mainly serves three important purposes:
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Approval of financial reports: Deliberate and approve the company's annual financial statements;Shareholders understand management status and performance。
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Exemption from liability for directors and auditors: Report the year's activities and achievements through the annual report.
If shareholders approve thisDirectors and auditors are released from responsibility for the period.be done. -
Shareholder decision making: highest decision-making body. Appointment and dismissal of directors, dividend decisions, budget approval, amendments to the articles of incorporation, etc.Deciding on important matters。
2. Holding requirements and resolution method
Date and location
In Indonesia, the annual general meeting of shareholders will be held at the following times and locations:
| Event period | Within 6 months after the end of the fiscal year Example: If the fiscal year ends in December, it will be held by the end of June. |
| Venue | Principle: Headquarters location or principal place of operation. If all shareholders agree, it can be held in other parts of Indonesia or online. |
Signing of minutes and resolutions
Minutes and resolutions must each be signed by the following persons:
| minutes | at the said annual general meeting of shareholders.all those presentsignature required. |
| resolution | All shareholders with voting rightssignature must be obtained. |
Utilization of Circulating Resolution (CROS)
If all voting shareholders sign in favor,
without holding a physical general meeting.Circulating Resolution (CROS)” to make a resolution.
This method is often used in practice, but
Notarization is required within 30 days from the date of signatureYou need to be careful about this.
Types of resolutions and quorum
The required quorum and number of votes differ depending on the content of the resolution.
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Ordinary resolution: Both the quorum and the number of votes are a majority. Applicable to cases other than Special Resolution I or II below.
(Appointment/dismissal of officers, remuneration, approval of financial statements, etc.) -
Special Resolution I: Both the quorum and the number of votes are two-thirds or more. This applies to proposals to amend the articles of incorporation.
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Special Resolution II: Both the quorum and the number of votes are three-quarters or more. This applies to important decisions such as mergers, acquisitions, and dissolution.
3. Exemption of directors from liability and the importance of annual reports
The annual report approved at the annual general meeting includes:Signatures of all directors and auditors who served in the previous year are required.is.
If a signature cannot be obtained due to circumstances,Submission of statement of reasonsis required.
Once this annual report is approved at a general meeting of shareholders, directors will be completely relieved of their duties and supervisory responsibilities for the first time.
(However, if fraud such as forgery or falsification is discovered, liability will not apply.)
4. Mandatory notarization
2026Since June 2nd, there have been major changes in practice.
Even in cases that were previously unnecessary unless there was a change in executives, etc.
Notarization of resolutions related to annual general meeting of shareholders becomes mandatoryIt was done.
Furthermore, previously it was sufficient to submit a written resolution;
From now on, companies will no longer be able to pass the examination unless they also submit an annual report to the Ministry of Justice.
5. At the end
In Indonesia, due to frequent changes in laws and uncertainties in practical implementation,
There are many cases where we are faced with unexpected problems and delays in procedures.
If you feel that it is difficult to handle the issue on your own, or if you would like to confirm whether the explanation from local staff is appropriate, please contact us.
Please make effective use of external experts.
At Keystone Consulting Group, we provide support for annual general meeting procedures,
We also create work regulations and issue VISAs.
If you have any questions about the content of this column or legal practice in Indonesia, please feel free to contact us.
We also distribute free newsletters that deliver the latest information on legal and tax matters.
If you would likeherePlease let us know from.
We will provide full support to ensure that your Indonesian business runs more smoothly.
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