INDONESIA Law and Practice Contributed by: Ira A Eddymurthy and A Charlie R Malessy, SSEK Law Firm
• approval – more than one-half of shares voted in meeting. If the second meeting fails for lack of quorum, a third GMS may be held upon application to the district court with jurisdiction over the company, which will set the required quorum. Super majority quorum With respect to super majority quorum, for the second meeting, the quorums and approval margins are as follows: • quorum – at least three-fifths of outstanding shares; and • approval – at least two-thirds of shares voted in meeting. If the second meeting fails for lack of quorum, a third meeting may be held upon application to the relevant district court, which will set the required quorum. Absolute majority quorum With respect to absolute majority quorum, for the second meeting, the quorums and approval margins are as follows: • quorum – at least two-thirds of outstanding voting shares; and • approval – at least three-fourths of shares voted in a meeting. If the second meeting fails for lack of quorum, a third meeting may be held upon application to the relevant district court, which will set the required quorum. Minutes of the GMS The Company Law requires that minutes be made for each GMS convened. The minutes will need to be signed by the chairperson of
the GMS and one shareholder in attendance appointed by the GMS. The elucidation of the relevant article in the Company Law explains that this requirement is to ensure the accuracy of the minutes. On a separate but important note, the company may draw the minutes in the form of a deed made by a notary. In such case, the requirement for the chairperson of the GMS and a representative shareholder to sign the minutes will be waived. Circular Resolution The Company Law also allows the sharehold - ers of the company to make a binding resolu - tion outside of the GMS, provided that all of the shareholders with voting rights provide written approval by signing the relevant proposal. A res - olution made outside of the GMS is commonly known as a circular resolution. 5.4 Shareholder Claims As discussed in 4.8 Consequences and Enforcement of Breach of Directors’ Duties , 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 performing their duties. Additionally, in cases where the company under - takes 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 company to buy back their shares at a fair price: • amendments to the articles of association; • transfer or pledge of company assets val - ued at more than 50% of the company’s net assets; or • mergers, consolidations, acquisitions or demergers,
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