Step | Action | Documentation | Signatures? | Timing | Originals? | Notarization/ Certification? |
Waiver of Step? |
Miscellaneous |
---|---|---|---|---|---|---|---|---|
1 |
Convening of GM. |
Convening notice. |
Yes, usually signed by a BoD member. |
At least 14 calendar days before the GM (excluding the date of the convening notice and the date of the GM). |
Yes. |
No. |
Yes, if all the Shareholders attend the GM. |
The notice may be served by registered mail (addressed to the recipient, which can be evidenced by an acknowledgement of receipt by the recipient signed and stating the date of receipt) and/or an announcement in a newspaper. |
2 |
GM. |
Minutes of the GM. |
Yes, to be signed by the Chairman of the GM and at least one Shareholder appointed from among and by the GM participants (unless the Minutes are drawn-up by a notary public attending the GM). |
As set out in the convening notice (unless waived, cf. Step 1). |
Yes, the original Minutes must be kept on file. |
Yes, if the GM is held with a notary public in attendance, the Minutes will be drawn up in a notarial deed. Otherwise, the Minutes must be restated in notarial deed form by a notary public. |
Yes, the GM may be held through video conference or similar communications system (If allowed under the AoA). If so, the Minutes must be taken in writing, circulated and signed by all the participants. GM resolutions may also be adopted by circular resolutions, provided that all Shareholders with valid voting rights approve and sign the resolutions. |
The appointment will be effective from the date determined in the resolution of the GM or effective when the GM is closed (if the effective date is not determined in the GM). |
3 |
Filing with the Ministry of Law and Human Rights. |
(i) Electronic application (accessible only by notaries public); (ii) Copy of the notarial deed restating the GM resolutions. |
No. |
Within 30 calendar days of the date of the GM. |
No. |
No. |
No. |
1
Step 1
|
2
Step 2
|
3
Step 3
|
|||
0-44 days** *However, less than 14 days possible, if Step 1 is waived. **The need for notarization may take additional time. |
Step | Action | Documentation | Signatures? | Timing | Originals? | Notarization/ Certification? |
Waiver of Step? |
Miscellaneous |
---|---|---|---|---|---|---|---|---|
1 |
Convening of GM. |
Convening notice. |
Yes, usually signed by a BoD member. |
At least 14 calendar days before the GM (excluding the date of the convening notice and the date of the GM). |
Yes. |
No. |
Yes, if all the Shareholders attend the GM. |
The notice may be served by registered mail (addressed to the recipient, which can be evidenced by an acknowledgement of receipt by the recipient signed and stating the date of receipt) and/or an announcement in a newspaper. |
2 |
GM. |
Minutes of the GM. |
Yes, to be signed by the Chairman of the GM and at least one Shareholder appointed from among and by the GM participants (unless the Minutes are drawn-up by a notary public attending the GM). |
As set out in the convening notice (unless waived, cf. Step 1). |
Yes, the original Minutes must be kept on file. |
Yes, if the GM is held with a notary public in attendance, the Minutes will be drawn up in a notarial deed. Otherwise, the Minutes must be restated in notarial deed form by a notary public. |
Yes, the GM may be held through video conference or similar communications system (If allowed under the AoA). If so, the Minutes must be taken in writing, circulated and signed by all the participants. GM resolutions may also be adopted by circular resolutions, provided that all Shareholders with valid voting rights approve and sign the resolutions. |
The dismissal will be effective from the date determined in the resolution of the GM, or effective when the GM is closed (if the effective date is not determined in the GM). If the BoC member objects to the dismissal, the GM must explain the reasons for the dismissal to and give him/her a chance to defend him/herself before the GM finalizes the dismissal. If circular resolutions are adopted, the BoC member must be notified of the proposed dismissal and provide the defense in writing before the circular resolutions are signed. |
3 |
Filing with the Ministry of Law and Human Rights. |
(i) Electronic application (accessible only by notaries public); (ii) Copy of the notarial deed restating the GM resolutions. |
No. |
Within 30 calendar days of the date of the GM. |
No. |
No. |
No. |
1
Step 1
|
2
Step 2
|
3
Step 3
|
|||
0-44 days** *However, less than 14 days possible, if Step 1 is waived. **The need for notarization may take additional time. |
Makarim & Taira S. has provided all input on changing board members in Indonesia. Founded in 1980, [...] M&T is an internationally recognized full service law firm with a reputation for detail and impeccable ethics. One of the country’s few independent full service firms, M&T advises blue-chip clients from four continents. With our long track record of successfully handling high profile transactions, including a number of landmark cases, M&T is a solid choice for clients looking for a trustworthy partner with expertise in Indonesia.
For more information about Makarim & Taira S. and changing board members in Indonesia, please use the contact information below:
TEL: +6221 2521272/5200001EMAIL: Maria.Sagrado@makarim.com
WEB: www.makarim.com