The Members Written Resolution is a crucial corporate governance tool in Indonesian business practice, specifically authorized under Law No. 40 of 2007 on Limited Liability Companies. This document type is typically used when shareholders need to make decisions efficiently without convening a physical general meeting, provided all shareholders agree to this approach. It's commonly employed for routine corporate matters, significant business decisions, or urgent resolutions requiring shareholder approval. The document must comply with Indonesian legal requirements, including proper documentation of shareholder details, clear statement of resolutions, and appropriate execution procedures. Written resolutions are particularly valuable for companies with foreign shareholders or those requiring quick decision-making, though certain major corporate actions may still require physical meetings under Indonesian law.
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1. Title and Date: Full title of the resolution including company name, type of resolution, and date
2. Company Details: Complete legal name, registration number, and registered address of the company
3. Shareholder Information: List of participating shareholders, their shareholding details, and confirmation that they constitute the required majority
4. Preamble: Reference to relevant company law provisions and articles of association allowing written resolutions
5. Background: Brief explanation of why the resolution is necessary and relevant context
6. Declarations: Statement confirming compliance with notice requirements and quorum provisions
7. Resolutions: Clear statement of each resolution being passed, numbered sequentially
8. Effective Date: Statement of when the resolutions take effect
9. Signature Block: Space for shareholders' signatures, dates, and details of shareholding
1. Recitals: Additional background information when complex circumstances need explanation
2. Definitions: Required when the resolution contains technical terms or complex references
3. Conditions Precedent: Include when the effectiveness of the resolution depends on certain conditions being met
4. Corporate Representative Authorization: Required when shareholders are corporate entities acting through representatives
5. Notice Waiver: Include when shareholders agree to waive formal notice requirements
1. Shareholder Details Schedule: Detailed list of all shareholders, their shareholding percentages, and voting rights
2. Supporting Documents: Any relevant documents referenced in the resolution (e.g., amended articles, agreements being approved)
3. Power of Attorney: If any shareholders are acting through attorneys or representatives
4. Certificate of Compliance: Confirmation that the resolution complies with company's articles and applicable laws
5. Notice Documents: Copies of notices or communications related to the resolution process
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