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Shareholder Resolution Appointing Directors Template for Indonesia

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Shareholder Resolution Appointing Directors

"I need a Shareholder Resolution Appointing Directors for my Jakarta-based tech startup to appoint two new directors, including one foreign director from Singapore, with appointments to take effect from March 1, 2025."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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

Industries





Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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