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Shareholder Written Resolution Template for Indonesia

A Shareholder Written Resolution under Indonesian law is a formal document that enables shareholders to pass resolutions without holding a physical general meeting. Governed by Law No. 40 of 2007 on Limited Liability Companies, this document allows shareholders to make decisions on various corporate matters through written consent. It must comply with Indonesian corporate law requirements, including proper documentation of shareholder approval, meeting quorum requirements, and potentially requiring notarization for certain types of resolutions. The document serves as official evidence of shareholder decisions and becomes part of the company's corporate records.

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What is a Shareholder Written Resolution?

A Shareholder Written Resolution is utilized in Indonesian corporate governance when decisions need to be made by shareholders without convening a physical general meeting. This document type is particularly useful for companies with a small number of shareholders or when urgent decisions are required. Under Indonesian Law No. 40 of 2007, certain corporate actions can be approved through written resolutions, provided they meet statutory requirements and quorum thresholds. The document must clearly state the proposed resolutions, include all necessary supporting information, and obtain proper shareholder signatures. Some resolutions may require notarization, especially those involving major corporate changes. This format is widely used for routine corporate matters but may not be suitable for all types of shareholder decisions, as some matters specifically require physical meetings under Indonesian law.

What sections should be included in a Shareholder Written Resolution?

1. Title and Date: Title indicating this is a Shareholder Written Resolution, including the company name and date of circulation

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

3. Preamble: Statement confirming this is a written resolution under Indonesian Company Law and the company's Articles of Association

4. Proposed Resolutions: Clear statement of each resolution being proposed for shareholder approval

5. Voting Instructions: Instructions on how shareholders should indicate their approval or rejection

6. Declaration of Approval: Space for shareholders to sign and date their approval or rejection

7. Quorum Confirmation: Statement confirming the required quorum for the resolution to be valid

8. Effective Date: Statement of when the resolution becomes effective

What sections are optional to include in a Shareholder Written Resolution?

1. Background/Recitals: Include when context or explanation is needed for the proposed resolutions

2. Legal Requirements Reference: Include when specific legal provisions are being relied upon, especially for major corporate actions

3. Notarial Statement: Required when the resolution needs to be notarized under Indonesian law

4. Foreign Language Version: Include when there are foreign shareholders requiring a dual-language version

5. Proxy Authorization: Include when shareholders may vote through authorized representatives

What schedules should be included in a Shareholder Written Resolution?

1. List of Shareholders: Complete list of shareholders with their shareholding percentages and voting rights

2. Supporting Documents: Any relevant documents referenced in the resolution (e.g., financial statements, valuation reports)

3. Power of Attorney: Template for proxy authorization if shareholders are voting through representatives

4. Company Registry Details: Current extract from the Company Registry showing authorized signatories

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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