The COVID-19 pandemic is still ongoing and business activities in all sectors have not yet fully recovered even though it has been going on for a year.
Face-to-face meetings have become the most avoided thing for many people, including shareholders who cannot hold a conventional General Meeting of Shareholders (GMS).
Then how to conduct a legally valid GMS during a pandemic like now?
Let’s find the answer below.
Before explaining further, KH Friend must first know the definition of GMS.
According to Article 1 Point 4 of Law No. 40 of 2007 concerning Limited Liability Companies (UU PT), GMS is a corporate organ that has authority not granted to the Board of Directors or the Board of Commissioners within the limits specified in the UU PT and/or the Articles of Association (AD).
From this definition, it can be concluded that in a company there are organs of the Board of Directors, Board of Commissioners, and GMS.
UU PT then divides the GMS into 2 types, namely the Annual GMS and other GMS.
What is meant by Other GMS in practice is often known as Extraordinary GMS (Explanation of Article 78 of UU PT).
Of course, both have different purposes and implementation times.
Annual GMS is held every year, with a deadline of no later than 6 months after the financial year ends.
The purpose of the annual GMS is the presentation of the Annual Report that must be submitted by the Board of Directors to the shareholders.
Meanwhile, Extraordinary GMS can be held at any time according to the needs of the company.
Such needs can be in the form of changes in company domicile, changes in the composition of the Board of Directors, and others.
GMS is usually held at the domicile of the company or at the place where the company conducts business activities.
The place of the GMS must be located in the territory of the Republic of Indonesia as stated in Article 76 Paragraph 3 of the Company Law.
Looking at the current conditions, this is very unlikely to be implemented.
Then, how is the GMS carried out?
The answer to this question has been accommodated in Article 77 of UU PT.
It states that the GMS can also be conducted through teleconference, video conference, or other electronic media facilities that allow all GMS participants to see and hear each other directly and participate in the meeting.
GMS conducted electronically must follow the rules regarding quorum requirements and decision-making requirements in accordance with UU PT which are calculated based on the participation of GMS participants.
According to Article 86 Paragraph 1 of the Company Law, a GMS can be held if the GMS is attended by shareholders of more than 1/2 of the total number of shares with voting rights or represented, unless otherwise regulated in the AD with a larger quorum If the quorum is not met, a second and third GMS can be called with a different quorum.
With regard to decision-making requirements, GMS decisions are made based on deliberation for consensus.
If consensus is not reached, the decision is valid if approved by more than 1/2 of the total votes cast.
This provision does not apply if it is regulated differently in the company’s AOA. Another thing that must be considered is that every GMS held electronically must have the minutes of the meeting approved and signed by all GMS participants.
What is meant by “approved and signed” is approved and signed physically or electronically.
The minutes of the meeting can be made in the form of a deed of relaas made by a Notary.
Therefore, do not forget the role of Notary in holding an electronic GMS. Read also:
KH Contact
Thus, the current global pandemic situation is not an excuse not to carry out the company’s obligations, namely the GMS.
Apart from being a forum to discuss the company’s future strategy, the GMS is also a form of company transparency to shareholders.
Well, does Friend KH already understand?
Or are you still confused?
If you want to ask about business law or the legality of your business, please contact Kontrak Hukum.
We will answer all your doubts thoroughly.
We are waiting, you know!
