General Meeting of Shareholder (RUPS)

DETAILS:
The General Meeting of Shareholders (Rapat Umum Pemegang Saham - RUPS) in Indonesia is a formal assembly where shareholders of a company gather to discuss and make decisions on important corporate matters. This meeting is a critical component of corporate governance and provides a platform for shareholders to exercise their rights, voice opinions, and influence the management and direction of the company.

REQUIREMENTS:

1. Types of RUPS (Annual and Extraordinary)

• Annual General Meeting (AGM): Held at least once a year, usually within six months after the close of the financial year. It mainly focuses on:

  • Approval of annual financial statements.

  • Distribution of dividends.

  • Appointment of directors and commissioners.

  • Other major decisions affecting the company's management and direction.

• Extraordinary General Meeting (EGM): Held whenever necessary to make important decisions that cannot wait until the AGM, such as changes in the company’s capital, mergers, or amendments to the Articles of Association.

2. Notice of Meeting

• Notification to Shareholders: Written notice of the meeting must be sent to all shareholders at least 14 days before the date of the RUPS (excluding the date of the notice and the meeting).

• Contents of the Notice:

  • The agenda of the meeting.

  • The date, time, and location of the meeting.

  • A brief explanation of each agenda item.

• Publication: For public companies, the notice must also be published in at least one Indonesian-language daily newspaper or announced through the Indonesian Stock Exchange (for listed companies).

3. Quorum Requirements

• Quorum for Attendance: A minimum percentage of shareholders must be present or represented at the meeting for it to be valid. This is usually set at 50% or more of the company’s voting shares for ordinary resolutions.

• Higher Quorum for Special Resolutions: Certain matters, like amending the Articles of Association or approving mergers, may require a higher quorum (e.g., 75% of voting shares or more), as specified in the Articles of Association or Company Law.

• Second Meeting: If the quorum is not met, a second RUPS can be called, which may have a lower quorum requirement.

4. Agenda of the Meeting

• Clearly Defined Agenda: The agenda for the RUPS must be clearly outlined in the notice. Only items listed on the agenda may be discussed and decided during the meeting.

• Key Agenda Items (depending on the type of meeting):

  • Approval of annual financial reports and balance sheets.

  • Election or dismissal of directors and commissioners.

  • Dividend declaration.

  • Corporate actions like capital increases, mergers, or changes in corporate structure.

5. Voting Requirements

• Voting Rights: Shareholders’ votes are typically proportional to the number of shares they hold. Each share generally grants one vote.

• Majority Voting: Most decisions require a simple majority of votes cast by shareholders present at the meeting. However, some decisions (such as amending the Articles of Association) may require a higher percentage of votes (e.g., two-thirds or 75%).

• Proxies: Shareholders who cannot attend the RUPS may appoint proxies to vote on their behalf, provided the proxy is properly authorized with a power of attorney.

6. Meeting Procedures

• Chairperson: The RUPS must be chaired by a designated person, typically a director or commissioner.

• Minutes of Meeting: Detailed minutes must be kept, recording discussions, voting results, and resolutions passed. The minutes must be signed by the chairperson and any shareholders present who wish to sign.

• Filing of Resolutions: Resolutions that involve significant corporate changes, such as amending the Articles of Association or changing the board of directors, must be registered with the Ministry of Law and Human Rights within 30 days of the RUPS.

7. Special Requirements for Public Companies

• Public Disclosure: For publicly listed companies, the results of the RUPS must be disclosed to the public via the Indonesia Stock Exchange (IDX) and the Financial Services Authority (OJK).

• Additional Regulations: Public companies are subject to more stringent regulations regarding RUPS, such as having to announce meetings in newspapers or through the stock exchange.

8. Legal Representation (if applicable)

• Legal Counsel: Companies may invite legal counsel to attend the RUPS to ensure compliance with Indonesian law and the company’s Articles of Association.

• Regulatory Approval: Certain decisions made during the RUPS may require approval from regulatory bodies, depending on the nature of the company’s business (e.g., in the financial sector or for mergers).

Legal Visa Bali Service:

General Meeting of Shareholder (RUPS): IDR 15.000.000