Foreign shareholders do not always need to travel to Indonesia to attend a General Meeting of Shareholders (GMS). Indonesian company law allows a GMS to be conducted electronically where the required conditions are met, enabling shareholders to participate from overseas.
The company must still comply with quorum, voting, meeting, and documentation requirements for the resolutions to be valid.
Does Indonesian Law Allow Remote GMS Attendance?
Article 77 of Indonesia’s Company Law allows a GMS to be conducted through teleconference, video conference, or other electronic media. The system used must allow all participants to directly see and hear each other and participate in the meeting.
Need support preparing a remote GMS in Indonesia? Contact info@mapresourcesindonesia.com
The company must also comply with relevant requirements in its Articles of Association. Public companies are subject to additional OJK requirements for electronic shareholder meetings under OJK Regulation No. 14 of 2025.
How Can Foreign Shareholders Participate and Vote Remotely?
The company should confirm who is participating and the shares and voting rights represented by each shareholder. Shareholders participating electronically are included when determining whether the required quorum has been reached and can vote on resolutions presented at the meeting.
Before the GMS, the company should establish how shareholders will join, how their identity and authority will be verified, and how votes will be cast and recorded. Meeting notices and supporting documents must also be provided in accordance with the applicable requirements.
Can a Foreign Shareholder Appoint a Proxy Instead?
A foreign shareholder who cannot attend the GMS can generally authorize another person to attend and vote on their behalf through a written power of attorney.
The company should verify that the proxy has sufficient authority to represent the shareholder and vote on the relevant resolutions. Any requirements in the company’s Articles of Association should also be checked.
This can provide an alternative where direct electronic participation is not practical.
How Should a Remote GMS Be Documented?
For a GMS conducted electronically, minutes must be prepared and approved and signed by all participants. The minutes should record the shareholders represented, quorum, matters discussed, resolutions adopted, and voting results.
For shareholder resolutions, proxies, and corporate filings, contact info@mapresourcesindonesia.com
Depending on the resolution, further corporate procedures may also be required. Amendments to the Articles of Association and certain changes to company information may require notarial documentation and approval by or notification to the Ministry of Law through the relevant corporate administration system.
Manage Your Indonesian Shareholder Meetings with MAP Resources Indonesia
MAP Resources Indonesia can assist foreign-owned companies with GMS preparation, shareholder resolutions, proxy documentation, notarial coordination, and required corporate filings. Contact us at info@mapresourcesindonesia.com for support.
