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Board of Directors

The Board of Directors (“BoD”) is one of the mandatory governing bodies a Limited Liability Company must have, the other being the Board of Commissioners (“BoC”).

[...]

Division of Duties: In general, the BoD is responsible for the management of the Company, including its day-to day management, in the best interests of the Company. The BoD is also responsible for maintaining the Register of Shareholders and the Special Register, preparing annual reports etc. The division of duties and authorities among the BoD members is provided in the Articles of Association (“AoA”) or is determined by a resolution of the General Meeting of Shareholders (“GM”) or by a resolution of the BoD.

Composition: Unless required under a specific law, the BoD may consist of only one member (the AoA may require more BoD members). The BoD members must be individuals. If the BoD has more than one member, one of them may be appointed as the President.

Appointment/Dismissal Competence: BoD members are appointed for the first time by the founders of the Company in the Deed of Establishment and, thereafter, they are appointed and dismissed by the GM. The BoD members must be appointed for a fixed term determined by the AoA (usually 1, 3 or 5 years) and may be re-appointed. Any change to the BoD must be reported to the Ministry of Law and Human Rights. For certain lines of business, the appointment of a new BoD member requires prior written approval from the relevant authorities. The BoC may suspend BoD members temporarily pending GM confirmation.

Alternates: Under the AoA or resolutions of the GM, the BoC may take over the Company’s management for a fixed period of time if all the BoD members have a conflict of interest with the Company or all BoD members are absent or temporarily suspended. Another party designated by the GM may also represent the Company if all BoD members have a conflict of interest with the Company or there is an ongoing court case between the Company and the relevant BoD member. In a BoD Meeting, a BoD member may act as a proxy of another BoD members based on a Power of Attorney.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Indonesia on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Makarim & Taira S. before actually changing any board members in Indonesia.

Appointment
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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
>14 days*
2
Step 2
0 days
3
Step 3
0-30 days

0-44 days**

*However, less than 14 days possible, if Step 1 is waived.

**The need for notarization may take additional time.
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Dismissal
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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 BoD 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 BoD 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
>14 days*
2
Step 2
0 days
3
Step 3
0-30 days

0-44 days**

*However, less than 14 days possible, if Step 1 is waived.

**The need for notarization may take additional time.
Download/print Checklist Fee quote
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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 2521272/5200001
EMAIL: Maria.Sagrado@makarim.com
WEB: www.makarim.com