For many companies, the term General Meeting of Shareholders (GMS) is very familiar. GMS is a corporate organ that is no less important than the Board of Directors and the Board of Commissioners. Based on the definition provided by Law Number 40 of 2007 concerning Limited Liability Companies (UU PT), the GMS has its own role and authority which is regulated differently from the Board of Commissioners and the Board of Directors. It is certain that in its implementation, the GMS must follow the provisions of the PT Law, including the procedures before organizing the GMS. The organization of the GMS is preceded by a request or invitation. The request for the GMS is made by the Board of Commissioners or 1 or more shareholders who together represent 1/10 or more of the total number of shares with voting rights, unless the Articles of Association (AD) determine a smaller number. The request is submitted to the Board of Directors in a registered letter along with the reasons why it is necessary to hold a GMS. After the Registered Letter is received, the Board of Directors must make an invitation to the GMS within a period of no later than 15 days from the date the request to hold a GMS is received. If the Board of Directors does not make the invitation to the GMS, the request to hold the GMS proposed by the shareholders may be resubmitted to the Board of Commissioners. Afterwards, the Board of Commissioners is obliged to make an invitation to the GMS with a deadline of 15 days from the date the request to hold the GMS is received. If the Board of Directors or the Board of Commissioners does not make the GMS invitation within this period, the shareholder requesting the GMS may apply to the chairman of the district court whose jurisdiction covers the domicile of the company to determine the granting of permission to the applicant to make the GMS invitation itself. This application may be rejected by the chairman of the district court if the applicant is unable to prove that the requirements have been met and the applicant has a reasonable interest in convening the GMS. The invitation to the GMS is made by the Board of Directors to the shareholders. In certain cases, the invitation to the GMS may be made by the Board of Commissioners or the shareholders based on the determination of the chairman of the district court. The invitation to the GMS shall be made at the latest 14 days prior to the date of the GMS, excluding the date of the invitation and the date of the GMS. The invitation to the GMS shall be made by registered letter and/or by advertisement in a newspaper. The invitation to the GMS shall state the date, time, place, and agenda of the meeting along with a notification that the materials to be discussed in the GMS are available at the company’s office from the date of the invitation to the GMS until the date of the GMS. If the invitation is not in accordance with these provisions, the resolutions of the GMS are still valid if all shareholders with voting rights are present or represented at the GMS and the resolutions are unanimously approved. Read also: The Importance of Conducting GMS for Your Company
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The things described above are very important for shareholders in a company. If you need consultation to organize an AGM or matters concerning the legality needs of your business, do not hesitate to contact Kontrak Hukum! Visit and contact:
