Shareholders are those who subscribe to and pay the capital of company. They are the owners of a company and therefore run a business in Indonesia, meaning that shareholders hold a position in the hierarchy of a company in Indonesia. They make decisions during the general meeting of shareholders (GMS).
In Indonesia, the Board of Commissioners (BOC) supervises management policies and advises the members of the Board of Directors (BOD) who are usually the shareholders as per Indonesia’s Company Law regulations.
Indonesia’s Company Law also states that a PT PMA must have at least a minimum of two shareholders at all times. The shareholders can either be individuals or legal entities of Indonesia or a foreign country.
Every shareholder must have 10 million rupiah’s worth of shares. However, if the company obtains legal entity status but the number of shareholders becomes less than two people, then within a period of less than six months, the shareholders are obliged to transfer part of their shares to other intended shareholders; if such is not done, the company is to issue new shares to other intended shareholders.
However, if the time used has exceeded six months and the number of shareholders is still less than two, the remaining shareholders are to be personally liable for all agreements and legal matters, which may include the company’s losses.
All corporate shareholders in an Indonesian PT PMA are to follow the company’s Articles of Association (AoA) which are approved by a public notary.
A PT PMA is not required to have a local shareholder if the industry is not mentioned in the Negative Investment List. Therefore, 100% if the total shares of a PT PMA capital can be owned by foreigners or a foreign entity. If the field of business is listed on the Negative Investment List, the PT PMA must have a specified percentage of local Indonesian shareholders.
Shareholders have authority not given to the BOD or BOC within limits specified in the Indonesian Company Law (40/2007) on Limited Liability Companies or the Articles of Association (AoA).
Indonesian company shareholders cannot be held liable for any legal relationships entered into on behalf of a company, by the company, or by the directors. They also cannot be held liable for any of the company’s losses that exceed the value of the shares they own. This safeguards the personal interests and the bank accounts of the shareholders.
Also, the liability of shareholders is determined by the capital statement letter (even if funds have not been actually transferred) – as per the issued shares as stated in the Articles of Association (AoA).
Classifications of Shares in an Indonesia Incorporation
- Shares with or without voting rights
- Shares with rights to receive more dividend
- Shares with rights to propose BOD and BOC members
Rights and Obligations of Shareholders in Indonesia
- Attend and cast a vote at the GMS
- Receive dividend payments
- In addition, shareholders will exercise other multiple rights under the Indonesian Company Law (40/2007) on Limited Liability Companies.