Two Types of Shareholder Meetings in Indonesia: AGMS and EGMS

Annual General Meeting of Shareholders

The General Meeting of Shareholders (Rapat Umum Pemegang Saham, or RUPS) is one of three company organs in a limited liability company, or private limited company in Indonesia. The other two are the Board of Directors and the Board of Commissioners. The GMS holds powers that the law and the articles of association do not give to those boards.

Article 78 of Law No. 40 of 2007 on Limited Liability Companies, as amended by Law No. 6 of 2023, splits the GMS into two types: the annual GMS and other GMS. The official explanation of that article uses the common name “extraordinary GMS” for the second type.

The AGMS is not optional. Every PT must hold it, including a foreign-owned PT PMA. It must take place no later than six months after the financial year ends. Most Indonesian companies use a 1 January to 31 December year. For those companies, the deadline is 30 June of the following year.

The meeting exists to review the past year. It must happen even if nothing in the company has changed. Directors present the annual report. Shareholders then decide whether to approve it.

Under Article 66, the annual report must include at least:

• Financial statements: a year-end balance sheet compared with the prior year, a profit and loss statement, a cash flow statement, a statement of changes in equity, and notes
• A report on the company’s activities
• A report on social and environmental responsibility
• Issues during the year that affected the business
• The Board of Commissioners’ supervisory report
• The names of the directors and commissioners
• Salaries, honoraria, and allowances paid to directors and commissioners

Directors prepare the report. Commissioners review it first. All members of both boards sign it. From the day the invitation goes out, the materials must be available at the company office until the meeting date.

At the meeting, shareholders approve the annual report and ratify the financial statements. They also decide how to use net profit, including whether to pay dividends. Many companies also grant a discharge of liability for the year, limited to what appears in the approved report.

Some companies must audit the financial statements before the meeting. Article 68 applies this duty to companies that hold public funds, issue debt instruments, or have assets of IDR 50 billion or more.

Special Requirements for Newly Incorporated Companies

A new company has one extra GMS duty. Founders often sign contracts, open talks, or take other legal acts before the company becomes a legal entity. Those acts bind the company only if the first GMS clearly accepts them.

Article 13 says that first GMS must be held within 60 days after the company obtains legal entity status. All voting shares must attend. The decision must be unanimous. If the meeting is late, or the vote is not unanimous, the founders who took those acts stay personally liable.

There is a practical shortcut. If all founders already approved those acts in writing before incorporation, a later GMS approval is not required. That written approval should still be kept with the company records.

This 60-day meeting is separate from the yearly AGMS. A company that registers in Indonesia should record both dates: the first GMS after legal entity status, then the first AGMS after the first financial year ends.

Alternative to Formal Meetings

Indonesian law lets shareholders decide in writing without sitting in a room. Article 91 allows a circular resolution (keputusan sirkuler). The proposal must go to every shareholder with voting rights. Every one of them must approve it in writing and sign it. If even one voting shareholder withholds consent, the circular route fails and a formal GMS is needed.

A valid circular resolution has the same legal force as a GMS decision. Closely held companies, including many PT PMA entities, use it when all owners already agree. It does not cancel the yearly duty. The annual report must still be prepared, approved, put into a notarial deed, and reported through SABH.

Agenda Items for Annual Meetings

A typical AGMS agenda is built around the annual report. Common items include:

• Approval of the annual report and ratification of the financial statements
• Use of net profit, including dividends and legal reserves
• Appointment of a public accountant for the next year, if an audit is required
• Confirmation or change of directors and commissioners if a term ends
• Remuneration for the boards
• Review of key events, including social and environmental responsibility where it applies

Shareholders may also ask questions that relate to the agenda, as long as the answers do not harm the company.

Convening Authority and Notification

The Board of Directors has the primary duty to convene both the AGMS and an EGMS. That duty sits with the people who run the company as directors, not with commissioners.

If directors do not call the meeting, others can force the process. One or more shareholders who together hold at least 10% of voting shares may request a GMS, unless the articles of association set a lower threshold. The Board of Commissioners may also request one. The request goes to the directors by registered letter and must state the reason.

Directors then have 15 days to send the meeting notice. If they fail, shareholder requests go next to the commissioners. Commissioners then have 15 days to send the notice. If commissioners themselves made the request, they may call the meeting directly. A GMS called by commissioners may discuss only the reason stated in the request.

If both boards still fail, eligible shareholders may ask the district court chairman for permission to convene the meeting.

Notice Requirements

Article 82 sets a strict notice clock. The company must send the notice at least 14 days before the meeting. The day the notice is sent and the day of the meeting do not count. In practice, many companies treat this as about 16 calendar days.

The notice must go by registered mail and/or newspaper advertisement, unless the articles of association set a valid method that still meets the law. It must state the date, time, place, and agenda. It must also tell shareholders that meeting materials are available at the company office from the notice date until the meeting date.

The meeting must be held in Indonesia, at the company’s domicile or principal place of business. Shareholders who cannot attend may appoint a proxy with a power of attorney. Foreign shareholders often use this route.

Public companies follow extra capital-market rules, including announcement and invitation stages under OJK regulations. Private companies follow Company Law and their articles of association.

AGMS Quorum

For ordinary AGMS business, the meeting is valid if shareholders holding more than one-half of all voting shares are present or represented. The articles of association may set a higher quorum, but not a lower one.

Resolutions are first sought by deliberation. If no consensus is reached, a decision is valid if more than one-half of the votes cast approve it, unless the articles require more.

If the first meeting misses quorum, the company may call a second meeting. The second notice must tell shareholders that the first meeting failed. The second meeting is valid if at least one-third of voting shares attend, unless the articles require more.

If the second meeting also fails, the company may ask the district court chairman to set the quorum for a third meeting. That court order is the last statutory path to a valid ordinary GMS.

Extraordinary General Meeting of Shareholders

An EGMS is any GMS held outside the annual cycle. Article 78(4) says other meetings may be held at any time based on the company’s needs. There is no fixed calendar date. The company still must follow notice, quorum, voting, and minute rules.

Use an EGMS when a decision cannot wait until the next AGMS. Do not use it as a substitute for the yearly report meeting. A company can hold an AGMS and an EGMS on the same day, with separate agendas, if both are properly convened.

What is Addressed in Indonesia’s Extraordinary Meetings?

An EGMS covers urgent or structural matters. Typical agenda items include:

• Appointment, replacement, or removal of directors or commissioners outside the annual cycle
• Change of the company’s registered address
• Share transfers that need shareholder consent under the articles of association
• Amendments to the articles of association, including changing the company name, business purpose, or capital
• Approval to pledge a large part of the company’s assets
• Merger, consolidation, acquisition, spin-off, bankruptcy petition, extension of the company’s term, or dissolution

Higher voting bars apply to some of these items. An amendment to the articles of association needs at least two-thirds of voting shares present, and at least two-thirds of votes cast, unless the articles require more. Merger, consolidation, acquisition, spin-off, a bankruptcy petition, a term extension, and dissolution need at least three-quarters present and three-quarters of votes cast, unless the articles require more.

Convening Authority

The convening path is the same as for an AGMS. Directors call the meeting. Commissioners or shareholders holding at least 10% of voting shares may request it. The 15-day call duty after a valid request still applies.

This matters when a commissioner suspends a director. The suspension must go to shareholders at once. A GMS must then be held within 30 days to confirm removal or reinstate the director. If no GMS is held in that window, the suspension lapses. Only the GMS can permanently remove a director or commissioner. That rule is explained in EZPZ’s guide to the roles of commissioners and directors.

What are the Shareholder Meeting Procedures in Indonesia?

A valid GMS follows a simple sequence: prepare, notify, meet quorum, vote, record, and file. Skipping a step can make the resolution unenforceable and can block later filings with the Ministry of Law.

Preparation and Notification

Start with the documents. For an AGMS, that means the annual report, financial statements, and any audit. For an EGMS, that means the draft resolutions and supporting papers, such as a new articles draft or a proposed board list.

Then send the 14-day notice with date, time, place, and agenda. Keep the materials at the office. Confirm proxies for shareholders who will not attend. Check the shareholder register so only people who actually hold shares vote.

After the meeting, prepare minutes. For many corporate changes, and now for annual-report approval, the result must be drawn up in a notarial deed. Changes to the articles, boards, capital, or shareholders then go to the Ministry of Law through the notary and SABH, usually within 30 days of the deed.

EGMS Quorum

Ordinary EGMS items follow the same base rule as an AGMS: more than one-half of voting shares present or represented, and a simple majority of votes cast.

Special items use the higher bars in Articles 88 and 89. If those higher quorums fail, a second meeting may be held under the reduced thresholds set in those same articles, unless the articles of association set a stricter rule. Do not assume the ordinary one-third second-meeting rule covers an articles change or a merger. Those have their own second-meeting numbers.

Online and Hybrid GMS

Article 77 allows a GMS by teleconference, video conference, or other electronic means. Every participant must be able to see and hear the others directly and take part in real time. Quorum and voting rules do not change just because the meeting is online.

Minutes of an electronic GMS must be approved and signed by all participants. Signing may be physical or electronic, as long as it is valid. The articles of association should describe how attendance is checked, how votes are counted, and how records are stored.

Listed companies have extra electronic-meeting rules under OJK regulations, including the e-RUPS system. Private companies are not forced onto that platform, but they still must meet Article 77 if they meet online.

How to Hold a GMS in Indonesia

1. Confirm the meeting type. Use an AGMS for the annual report. Use an EGMS for other shareholder decisions. Use a circular resolution only if every voting shareholder will sign.
2. Prepare the annual report or draft resolutions. Have commissioners review the annual report before it goes to shareholders.
3. Check the shareholder register and collect powers of attorney for anyone who cannot attend.
4. Send notice at least 14 days before the meeting, not counting the send day and the meeting day. State the date, time, place, and agenda.
5. Hold the meeting in Indonesia, or by video if everyone can see, hear, and speak in real time.
6. Confirm quorum before any vote. Use the ordinary, two-thirds, or three-quarters threshold that matches the agenda.
7. Record the minutes. Put annual-report approval, and any change that must be registered, into a notarial deed.
8. File the deed and supporting documents through SABH within the legal deadline. For annual-report approval, that deadline is 30 days from the deed date.

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Indonesia’s Two Shareholder Meetings Do Different Jobs

The AGMS is the yearly accountability meeting. The EGMS is the as-needed meeting for structural or urgent decisions. Circular resolutions can replace a sitting meeting only when consent is unanimous and in writing.

The legal tests are specific: six months for the AGMS, 14 days’ notice, more than one-half for ordinary quorum, two-thirds for articles changes, and three-quarters for mergers and dissolution. From June 2026, annual-report approval also has to reach SABH through a notary.news.ddtc.co+2

These rules apply to local PTs and to foreign company registration through a PT PMA. Getting the meeting right protects the boards, keeps AHU access open, and makes later changes legally effective.

Set Up Your PT PMA with Expert Support

Indonesia’s affordability and growing market make it attractive for foreign investors. A PT PMA is the usual way to operate legally. EZPZ’s foreign company registration options show which route fits your plans. Get a free quote from EZPZ Indonesia to start.

Sources: UU No. 40 Tahun 2007 tentang Perseroan Terbatas; Pasal 78; Pasal 79; Pasal 77; Pasal 82; Pasal 86; Pasal 88; Pasal 89; Pasal 91; DDTCNews on SABH annual-report filing; Hukumonline on Permenkum 49/2025.

Frequently Asked Questions

What are the different types of shareholders’ meetings?

Indonesian company law recognizes two types of General Meeting of Shareholders (GMS): the Annual GMS (AGMS), held once a year, and the Extraordinary GMS (EGMS), held whenever the company needs one. Shareholders can also approve decisions through a written circular resolution, but only if every voting shareholder signs.

What’s the difference between AGM and EGM?

An AGM is a mandatory yearly meeting held within six months after the financial year ends, mainly to approve the annual report and financial statements. An EGM can be held at any time to decide on matters outside the normal annual cycle, such as mergers, dissolution, or changes to the Articles of Association.

Who can call AGM and EGM?

The Board of Directors normally calls both meetings. Shareholders holding at least 10% of voting shares, or the Board of Commissioners, can formally request one, and the Board of Directors must then issue the notice within 15 days. If it does not, the Board of Commissioners issues the notice, and if neither acts, the requesting shareholders can ask a district court for permission to call the meeting.

What are the two general categories of shareholders’ equity?

Shareholders’ equity is generally split into contributed capital (also called paid-in capital), which is the money owners put into the company, and earned capital, which is profit the company has generated and kept, mainly retained earnings.

What are the four types of shareholders?

There is no single legal list, but shareholders are commonly grouped by share class and by control: common (ordinary) shareholders, preferred shareholders, majority (controlling) shareholders, and minority shareholders. Preferred shares exist only if the company’s Articles of Association create more than one share class.