A Shareholder Resolution Appointing Directors is a crucial corporate governance document required under Indonesian law whenever new directors are appointed to a company's board. It must comply with Law No. 40 of 2007 on Limited Liability Companies and, where applicable, OJK regulations for public companies. The resolution should be used when shareholders decide to appoint new directors, whether filling vacant positions or expanding the board. It documents the appointment decision, including details of the shareholders' meeting or circular resolution, voting results, and specific information about the appointed directors. The document serves multiple purposes: it's needed for corporate record-keeping, regulatory filings with the Ministry of Law and Human Rights, and can be required by banks and other institutions as evidence of valid director appointments.
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1. Title and Date: Official title of the resolution and date of execution
2. Company Information: Full legal name of the company, registration number, and registered address
3. Meeting Details: Type of meeting (AGM/EGM/Circular Resolution), date, time, location (if applicable), and quorum confirmation
4. Attendance Record: List of shareholders present or represented, including shareholding percentages
5. Legal Basis: Reference to relevant articles of association and Company Law provisions authorizing the appointment
6. Resolutions: Clear statement of resolutions regarding director appointments, including full names, positions, and terms of office
7. Effective Date: Specification of when the appointments take effect
8. Closing: Formal closing statement and signature requirements
1. Resignation Acknowledgment: Required when the appointment is replacing existing directors who have resigned
2. Special Requirements: Needed for foreign directors, including work permit requirements and local residency declarations
3. Regulatory Compliance: Required for regulated industries or public companies, confirming compliance with specific OJK requirements
4. Power of Attorney: Include when authorizing specific individuals to handle registration of the changes with relevant authorities
5. Chairman's Certificate: Required when the resolution needs to be certified by the chairman of the meeting
1. Director Information Sheet: Detailed information about newly appointed directors including ID/passport numbers, tax numbers, and residential addresses
2. Shareholding Structure: Current shareholding structure showing voting rights and percentages
3. Director Acceptance Letters: Signed acceptance letters from newly appointed directors
4. Required Regulatory Forms: Any forms required by the Ministry of Law and Human Rights or OJK for director changes
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Manufacturing
Technology
Retail
Energy
Mining
Infrastructure
Healthcare
Real Estate
Transportation
Agriculture
Consumer Goods
Telecommunications
Professional Services
Education
Relevant Teams
Legal
Corporate Secretariat
Compliance
Corporate Governance
Board Administration
Regulatory Affairs
Corporate Services
Executive Office
Shareholder Relations
Relevant Roles
Chief Executive Officer
Company Secretary
Corporate Legal Counsel
Compliance Officer
Board Director
Managing Director
Legal Manager
Corporate Governance Officer
Chief Legal Officer
Regulatory Affairs Manager
Corporate Services Manager
General Counsel
Board Secretary
Shareholder Relations Manager
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