INDONESIA Law and Practice Contributed by: Ira A. Eddymurthy, A. Charlie R. Malessy, A. Ramadinan Saptara and Medita F. Siregar, SSEK Law Firm
company’s term and the sale, transfer, disposal or encumbrance of assets exceeding 50% of the company’s total net assets, a GMS may be held if shareholders representing at least three-fourths of the total voting shares attend or are represented at the meeting, and may pass binding resolutions if approved by at least three-fourths of shareholders present or represented at the meeting. If the applicable quorum requirements are not met, a second GMS may be called with adjusted quorum requirements, depending on the agenda items. If the quorum for the second GMS is not satisfied, the company may apply to the competent district court to determine the quorum requirements for a third GMS. The minutes of a GMS must be incorporated into a notarial deed and submitted to the MOL for the regis - tration of any changes resolved at the meeting. Such changes may include amendments to the articles of association, changes to the composition of the BOD and BOC, adjustments to shareholding or capital structures, and changes to the company’s registered domicile. 4.4 Shareholder Claims As discussed previously, shareholders representing at least one-tenth of the total shares with voting rights may file a lawsuit against a director if the director is found guilty of misconduct or negligence in perform - ing their duties. Additionally, in cases where the company undertakes the following actions, and if a shareholder does not agree with such actions and incurs a loss as a result, such shareholder has the right to request the com - pany to buy back their shares at a fair price: • amendments to the articles of association; • transfer or pledge of company assets valued at more than 50% of the company’s net assets; or • mergers, consolidations, acquisitions or demerg - ers. However, this buyback is subject to the following con - ditions:
• it must not result in the company’s net assets becoming less than the company’s total paid-up capital plus the mandatory reserves that have been set aside; and • the total nominal value of all shares repurchased by the company must not exceed 10% of the total paid-up capital in the company. If this threshold is exceeded, the company must seek to have the remaining shares purchased by other par - ties. 4.5 Shareholders in Publicly Traded Companies Under OJK Regulation No 4 of 2024 regarding Reports on Ownership of or Any Ownership Changes in Public Company Shares and Reports on Activities of Guaran - teeing Public Company Shares (“OJK Reg, 4/2024”), BOD and BOC members directly or indirectly own - ing shares with voting rights must submit a report of their ownership and any changes thereof to the OJK. Additionally, the following parties are bound by the same obligation: • shareholders owning at least 5% of the voting shares; and • parties who are considered controllers of public companies. If parties subject to this disclosure obligation see their ownership of voting shares decrease to less than 5%, they are required to report this change to the OJK. OJK Regulation No 4/2024 stipulates that this report must be submitted to the OJK no later than five work - ing days from the date when such person acquires the voting shares or from the date of any change in the ownership of such voting shares. 5. Corporate Reporting and Disclosures 5.1 Financial Reporting Requirements Companies in Indonesia are subject to certain report - ing obligations to the government, which require the disclosure of financial information. These reporting
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