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A Shareholder Resolution is a formal decision made by company shareholders during a General Meeting of Shareholders (RUPS) under Indonesian Company Law. It captures important company decisions like appointing directors, approving financial statements, or changing the company's structure.

These resolutions carry legal weight and must follow specific rules in Indonesia's Limited Liability Company Law (UU No. 40/2007). Once passed, they become binding on the company's management and all shareholders. For key matters like mergers or capital changes, the resolution needs approval from shareholders holding at least two-thirds of voting rights.

Use a Shareholder Resolution any time your Indonesian company needs formal approval for major business decisions. Common triggers include appointing new directors, changing the company's name or address, issuing new shares, or approving annual financial statements. It's essential when making changes that affect shareholder rights or company structure.

Under Indonesian law, certain decisions require this formal resolution process - especially those involving mergers, acquisitions, or significant asset sales. Getting shareholder approval through a proper resolution protects the company from future legal challenges and ensures compliance with UU No. 40/2007. Many banks and government agencies also require these resolutions before processing major corporate changes.

• Circular Resolution Of Shareholders: Written approval without holding a physical meeting, ideal for urgent decisions needing quick shareholder consent
• Ordinary Resolution Of Shareholders: Standard format requiring simple majority (>50%) for routine business matters
• Board Resolution For Loan From Shareholder: Specific format authorizing company borrowing from shareholders
• General Meeting Resolution: Decisions made during formal shareholder meetings, often requiring physical attendance
• Members Written Resolution: Written agreement by all shareholders, commonly used in private companies

• Company Shareholders: Primary decision-makers who vote on and approve resolutions, including majority and minority shareholders in Indonesian PTs
• Board of Directors: Implements the resolution's decisions and ensures compliance with company objectives
• Corporate Secretary: Prepares documentation, maintains records, and ensures proper filing with relevant authorities
• Legal Counsel: Reviews resolution content for compliance with UU No. 40/2007 and other regulations
• Notary Public: Certifies and legalizes important resolutions, especially those requiring registration with the Ministry of Law
• External Stakeholders: Banks, business partners, and government agencies who rely on resolutions as proof of corporate decisions

• Company Details: Gather the complete legal name, registration number, and current shareholder information
• Meeting Documentation: Prepare meeting notice, attendance list, and voting records following Indonesian RUPS requirements
• Resolution Purpose: Clearly state the specific corporate action requiring shareholder approval
• Voting Requirements: Confirm quorum needs and majority thresholds under your company's articles
• Supporting Documents: Collect relevant financial statements, valuations, or third-party reports
• Format Selection: Use our platform's templates to ensure compliance with UU No. 40/2007
• Signature Requirements: Identify authorized signatories and arrange notarization if needed

• Title and Date: Full company name, resolution type, and meeting date per Indonesian corporate law
• Meeting Details: Location, time, and attendance record showing quorum requirements were met
• Preamble: Reference to company's articles and relevant sections of UU No. 40/2007
• Resolution Text: Clear statement of decisions made, using precise legal language
• Voting Results: Number of shares voted for and against, plus any abstentions
• Implementation Authority: Powers granted to directors to execute the resolution
• Signature Block: Space for authorized signatories, including chairman and secretary
• Notary Declaration: When required for major corporate changes or capital restructuring

A Shareholder Resolution differs significantly from a Board Resolution in several key aspects, though both are crucial corporate governance documents in Indonesia. While they may look similar, their legal authority and application serve distinct purposes under UU No. 40/2007.

• Decision-Making Authority: Shareholder Resolutions represent decisions made by company owners and can override board decisions, while Board Resolutions only reflect decisions within the board's delegated powers
• Required Matters: Shareholder Resolutions are mandatory for major corporate changes like mergers or capital increases, while Board Resolutions handle operational decisions and day-to-day management
• Voting Requirements: Shareholder Resolutions often need specific majority thresholds (sometimes 2/3 or 3/4), while Board Resolutions typically require simple majority
• Legal Registration: Many Shareholder Resolutions must be notarized and filed with authorities, whereas Board Resolutions are usually internal documents