General Meeting of Shareholders
IN INDONESIA
Based on the Indonesian Company Law, the General Meeting of Shareholders (Rapat Umum Pemegang Saham – RUPS) is the highest organ in a Company. RUPS is given authority that is different from the directors and commissioners within the stipulated provisions of the Law or Articles of Association.
structures and roles in a company
As in accordance with the Indonesian Company Law, there are 3 recognized organs of a Limited Liability Company in Indonesia
THE AUTHORITIES OF GENERAL MEETING OF SHAREHOLDERS
1. | Change or amend the contents of Article of Association |
2. | Appoint and terminate the board of directors and the board of commissioners |
3. | Approve the extension of the company’s incorporation term or period |
4. | Approve the company to perform merger, acquisition or spin-off |
5. | Approve the dissolution and acknowledge the request of bankruptcy submission of the company |
annual general meeting of shareholders
An annual GMS is mandatory for a Limited Liability Company to be performed once a year before the end of June
- Financial Statement including: capital activity, report, balance sheet of the current financial year, compared to the last financial year, profit loss report of the current financial year, cash flow report and remarks on the financial statement
- The activity report of company
- The corporate social and environmental responsibility report
- Details of issues or matters arising during the financial year affecting the activity of company
- Report on supervisory duties performed by the Board of Commissioners
- Details of name, remuneration package and allowances to the Board of Directors and Board of Commissioners for the current and previous financial year
performing general meeting of shareholders
Other than Annual GMS a Company is allowed to proceed Extraordinary GMS for certain reasons:
- In accordance to the request by shareholders
- Regarding the changes of Articles of Association of the company
- Discussions between the shareholders regarding issues or matters informed by the Board of Commissioners
- Requested by the District Court Order whereas the agenda is restricted to the determined points by the District Court
The GMS can be performed in the registered address of the Company and/or by circular resolutions if the resolution is unanimous by all of the shareholders.
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