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Board Resolution Template for Indonesia

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Key Requirements PROMPT example:

Board Resolution

I need a board resolution document to authorize the opening of a new company bank account, specifying the authorized signatories and their signing limits. The resolution should also include a clause for the appointment of a new director, effective immediately.

What is a Board Resolution?

A Board Resolution is the formal way a company's Board of Directors makes important decisions and records them officially. When Indonesian companies need to open bank accounts, appoint directors, or make other major business moves, they document these choices through Board Resolutions following the Company Law (UU No. 40/2007).

These resolutions work like official stamps of approval - they show everyone that the board properly discussed and agreed on an action. Banks, government offices, and business partners often ask to see these documents before moving forward with significant transactions. The resolution must be signed by the board members according to the company's Articles of Association and gets stored as part of the company's official records.

When should you use a Board Resolution?

Indonesian companies need Board Resolutions when making significant business decisions that require formal documentation. Common triggers include opening bank accounts, buying or selling major assets, changing company leadership, issuing new shares, or entering into substantial contracts. The law requires these resolutions for actions that could impact shareholders or alter company structure.

Business partners and government agencies often request Board Resolutions before proceeding with major transactions. For example, banks need them to authorize signatories, and the Ministry of Law requires them for leadership changes. Having clear, properly documented resolutions helps protect your company's interests and ensures smooth business operations under Indonesian corporate governance rules.

What are the different types of Board Resolution?

Who should typically use a Board Resolution?

  • Board of Directors: Primary decision-makers who discuss, approve, and sign Board Resolutions during formal meetings
  • Corporate Secretary: Drafts the resolution, maintains records, and ensures compliance with Indonesian company law
  • Legal Counsel: Reviews resolution content and ensures alignment with regulations and company Articles of Association
  • External Stakeholders: Banks, government agencies, and business partners who require these resolutions for transactions
  • Company Shareholders: Affected parties who may need to be informed of major board decisions through these resolutions
  • Notary Public: Often required to certify important resolutions, especially those affecting company structure or ownership

How do you write a Board Resolution?

  • Company Details: Gather your company registration number, address, and current Articles of Association
  • Meeting Information: Note the board meeting date, location, and list of attending directors
  • Decision Context: Document the specific action being approved and its business rationale
  • Authority Check: Verify the board's power to make this decision under Indonesian law
  • Supporting Documents: Collect relevant financial data, contracts, or background materials
  • Signature Requirements: Confirm which directors must sign based on your company's rules
  • Format Selection: Use our platform's templates to ensure your resolution includes all required elements under Indonesian law

What should be included in a Board Resolution?

  • Title and Date: Full company name, resolution number, and meeting date
  • Meeting Details: Location, time, quorum confirmation, and list of attending directors
  • Preamble: Reference to company's Articles of Association and relevant Indonesian laws
  • Background Section: Clear explanation of the purpose and context for the resolution
  • Decision Statement: Precise description of what the board has resolved to do
  • Implementation Details: Specific actions, timelines, and responsible parties
  • Signature Block: Space for required board members' signatures and company seal
  • Certification: Statement confirming the resolution's validity under company bylaws

What's the difference between a Board Resolution and a Board Minutes?

A Board Resolution differs significantly from a Board Minutes in Indonesian corporate governance, though they're often confused. While both document board activities, they serve distinct purposes and have different legal weights.

  • Legal Authority: Board Resolutions are formal decisions with binding legal power, while Board Minutes are detailed records of meetings that include discussions and context
  • Content Focus: Resolutions contain specific decisions and actions approved by the board, while Minutes capture the full meeting proceedings, including debates and rejected proposals
  • Format Requirements: Resolutions follow a strict legal format required by Indonesian law for official decisions, while Minutes use a more narrative style to document meeting flow
  • External Use: Banks and government agencies accept Resolutions as standalone proof of board decisions, whereas Minutes typically serve internal documentation needs
  • Timing: Resolutions can be created through circular resolution without a meeting, but Minutes always document actual meetings that occurred

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