Foreign-owned companies in Indonesia must hold an Annual General Meeting of Shareholders (AGMS) within six months after the end of their financial year. For a PT PMA with a December 31 year-end, this means holding the meeting by June 30 of the following year.
MAP Resources Indonesia can support your company with its AGMS requirements and subsequent corporate filings. Contact us at info@mapresourcesindonesia.com
At the AGMS, shareholders approve the company’s annual report, including its financial statements and the Board of Commissioners’ supervisory report, and decide other matters requiring shareholder approval.
Which Indonesian Companies Must Hold an Annual General Meeting?
Under Indonesia’s Law No. 40 of 2007 on Limited Liability Companies, as amended (Company Law), the annual GMS is required for Indonesian limited liability companies, including foreign-owned PT PMAs. The Company Law distinguishes the annual GMS from other shareholder meetings, which may be convened when shareholder approval is required during the year.
A PT PMA does not need to wait until its AGMS to obtain shareholder approval for a transaction or corporate change. Holding another GMS during the year does not replace the annual GMS.
When Must the Annual General Meeting Be Held?
The AGMS must be held no later than six months after the company’s financial year ends.
The Board of Directors submits the annual report to the GMS after it has been reviewed by the Board of Commissioners.
If the six-month deadline has already passed, the company still needs to address the outstanding AGMS and annual reporting obligations.
What Other Decisions Can Be Made at the AGMS?
The GMS also determines the use of the company’s net profit. Where the company has a positive profit balance, part of its annual net profit must be allocated to reserves until the reserve reaches at least 20% of issued and paid-up capital. The GMS determines the use of the remaining net profit, including any dividend distribution.
Other matters requiring shareholder approval can also be included in the AGMS agenda.
How Does a Foreign-Owned Company Hold Its AGMS?
The Board of Directors is responsible for convening the AGMS and calling the shareholders to the meeting. Under the general Company Law rules, the call must be made at least 14 days before the meeting, excluding the date of the call and the meeting itself. It must state the date, time, place, and agenda and inform shareholders that the meeting materials are available.
Shareholders can participate directly or through an authorized representative, including where the shareholder is an overseas company.
A GMS can also be conducted by teleconference, videoconference, or other electronic media that allow participants to see and hear each other directly and participate in the meeting. The applicable quorum and voting requirements continue to apply.
What Quorum and Voting Requirements Apply?
As a rule, a GMS can proceed when shareholders representing more than half of all shares carrying voting rights are present or represented, unless the Company Law or the company’s Articles of Association require a higher quorum.
Decisions are first sought through deliberation to reach consensus. If consensus is not reached, the general rule is that a resolution is valid when approved by more than half of the votes cast.
For assistance preparing and completing your company’s AGMS in Indonesia, email MAP Resources Indonesia at info@mapresourcesindonesia.com
Higher thresholds apply to certain corporate decisions, including amendments to the Articles of Association and certain major corporate actions. The applicable quorum and voting threshold depend on the resolution being proposed.
Can Shareholders Make Decisions Without Holding a Meeting?
Shareholders can adopt binding decisions outside a GMS through a written circular resolution. All shareholders with voting rights must approve the proposal in writing and sign it.
Unlike a resolution passed at a GMS, a circular resolution requires the written approval of all shareholders with voting rights.
What Must the Company Do After the AGMS?
Under Ministry of Law Regulation No. 49 of 2025, approval of the annual report must be recorded in a notarial deed. The Board of Directors, through a notary, must submit the notarial deed approving the annual report together with the annual report electronically to the Ministry of Law through the Legal Entity Administration System (SABH).
The filing must be completed within 30 calendar days from the date the notarial deed is signed. This represents a significant change from the previous framework, under which annual reporting for most private companies was primarily documented through internal corporate records and GMS approval.
AGMS deadlines or shareholder approvals creating compliance issues for your PT PMA? Get in touch with MAP Resources Indonesia at info@mapresourcesindonesia.com
Failure to make the required filing can result in a written warning and, if the non-compliance continues, blocking of the company’s access to SABH. A SABH block can prevent the company from using the system to process corporate changes until the outstanding filing is resolved.
Other resolutions passed at the AGMS may create separate notification, approval, or filing requirements depending on the decision involved.
Meet Your AGMS Requirements with MAP Resources Indonesia
MAP Resources Indonesia assists foreign-owned companies with AGMS requirements and the corporate filings resulting from shareholder decisions. Contact us today at info@mapresourcesindonesia.com.
