Indonesia: Governing Laws/Bylaw Requirements

The Company Law specifies a two-tier board model stating that there are three organs in a company comprising the:

  • General Meeting of Shareholders (GMS)
  • The Board Of Commissioners (BOC) which corresponds to the supervisory board
  • The Board Of Directors (BOD) OECD.

The key role of the board lies in the nomination and remuneration process of commissioners and directors. It also includes ensuring disclosure of qualifications of board members and providing orientation programmes for board members on their fiduciary duties. Apart from that, as defined in bylaws their duties must also extend to defining the tenure of commissioners, implementation of succession planning policies and evaluating performance of the company Thomson Reuters Practical Law

The Articles of Association, formed and mandatorily agreed to at the time of the deed of incorporation of a PT/ PT PMA firms in Indonesia. It must contain the following:

  1. the name of the company;
  2. the domicile of the head office of the company, which is located in the territory of Indonesia;
  3. the objectives and purpose of the company, which constitute the company’s primary business;
  4. the term of the company, which can be both for limited and unlimited term;
  5. the main business activities;
  6. the amount of authorized, issued and paid-up capital;
  7. the amount of shares divided into the different types of shares classifications (if any) and the nominal value of each share;
  8. the procedure to convene a general meeting of shareholders;
  9. the place to convene a general meeting of shareholders;
  10. the titles and amount of members of the Board of Directors and the Board of Commissioners;
  11. the appointment, replacement and discharge procedure for members of the Board of Directors and the Board of Commissioners;
  12. the procedure for the use of company’s profit and the distribution of company’s dividends to the shareholders.


-Indonesia Investments

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