Shareholders play a very important role in the structure of a company. They are individuals or entities that invest in the company by purchasing shares.
Through this ownership, they are entitled to a share of the company’s profits, and can participate in strategic decision-making.
The position of shareholders is not only as fund injectors, but also as parties who oversee the performance and sustainability of the company.
There are at least two types of shareholders, namely controlling and non-controlling shareholders. Of course, these two types of shareholders have different positions and different roles.
Controlling Shareholders
Article 1 POJK 10/2022 defines controlling shareholders as legal entities, individuals, and/or business groups that own at least 25 percent of the shares or capital of the organizer and have voting rights.
Controlling shareholders are people who own the majority of a company’s shares, usually the founders of the company. This high shareholding gives them bargaining power to determine the direction and development of the company.
Controlling shareholders directly influence and participate in the process of formulating company policies.
Rights and Obligations of Controlling Shareholders
The Company Law regulates rights and obligations, where the rights of controlling shareholders include:
- Attend and vote in a GMS in accordance with their shareholding status.
- Receive dividend payments and the remaining assets of the liquidation proceeds in accordance with the percentage of shares owned
- Exercise other rights under the law
- Have the right to file a lawsuit in the district court if they are harmed by the company’s actions.
- Right to a minority position
- Initiate GMS with a minimum requirement of 10 percent shares by individuals or groups
- Obtain information related to the company
In addition, controlling shareholders must also fulfill the following obligations:
- Provide support, especially in terms of finance to the company because shares can be capital for the company to grow.
- Become an influential stakeholder in determining company policy
- Gain influence over the continuity of the company whether in profit or loss.
- Owns some of the assets of the company
Importance of Contracts
By knowing the rights and obligations of controlling shareholders, it becomes clear how important their position is in determining the direction and stability of the company.
Therefore, it is advisable for the parties to clearly and formally set out all provisions relating to the rights and obligations of shareholders in the shareholding contract. Parties establishing a PT create a Shareholders Agreement to regulate their rights and obligations as shareholders.
Share ownership contracts generally regulate the rights and obligations of shareholders, dividend distribution, voting rights, transfer of shares, and other matters that govern the relationship between shareholders.
This document serves as a guideline for shareholders to resolve disputes and find an appropriate solution.
A shareholder agreement covers a number of important matters. Here are some of the common things that are included in the agreement:
- Business plan
- Pre-emptive rights
- Company management
- Share transfer restrictions
- Dividend policy
- Classification of shares and voting rights
- Deadlock conditions
KH Contact
To make it easier for KH pals to make share ownership contracts and other agreements, you can entrust Kontrak Hukum as a digital legal platform.
With Contract Law, you can make all your business agreements legally compliant.
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