Uu tahun 2007 no. 40 tentang perseroan terbatas_eng. ver.

Unofficial Translation
Seal of the President of the
Republic of Indonesia
LAW OF THE REPUBLIC OF INDONESIA
NUMBER 40 OF 2007
ON
LIMITED LIABILITY COMPANIES
BY THE GRACE OF THE ALMIGHTY GOD
THE PRESIDENT OF THE REPUBLIC OF INDONESIA,
Considering : a. that the national economy, which is run on the basis of
economic democracy with the principles of togetherness,
equitable efficiency, sustainability, environmental
awareness, independence, and which maintains the
balance of the national economic growth and unity, needs
to be supported by strong economic entities with a view to
bringing prosperity to the community;
b. that in order to boost the national economic development
and at the same time providing a strong foundation for
the business world in facing the development of world
economy and progress in science and technology in the
coming globalization era, it is necessary to issue a law
that governs limited liability companies which can assure
the creation of a conducive climate for the business world;
c. that the limited liability company as one of the national
economic development pillars needs to be given a legal
ground in order to further accelerate the national
development implemented as a collective effort based on
the principle of family spirit;
d. that Law No. 1 of 1995 on Limited Liability Companies is
considered no longer relevant to the legal developments and

needs of the society, so that it is deemed necessary to be
replaced with a new law;
e. that based on the consideration as referred to in letters a, b,
c, and d, it is necessary to establish a Law on Limited
Liability Companies ;
Noting : Article 5 paragraph (1), Article 20, and Article 33 of the 1945
Constitution of the Republic of Indonesia;
With the Joint Approval of:
THE HOUSE OF REPRESENTATIVES
and
THE PRESIDENT OF THE REPUBLIC OF INDONESIA
HAS DECIDED:
To enact: LAW ON LIMITED LIABILITY COMPANIES
CHAPTER I
GENERAL PROVISIONS
Article 1
In this Law, the following terms shall have the following meanings:
1. Limited Liability Company, hereinafter referred to as Company, means
a legal entity that constitutes partnership in terms of capital, formed
on a mutual agreement, carrying on business with the Company‟s
Authorized Capital divided into shares in compliance with the

requirements as stipulated in this Law, and its implementing
regulations.
2. Company Organs means the General Meeting of Shareholders, the
Board of Directors, and the Board of Commissioners.
3. Social and Environmental Responsibility means commitment of a
Company to participate in the sustainable economic development, in
order to improve the quality of life and the environment, for the benefit
of the Company itself, the local community, and the general public.
4. The General Meeting of Shareholders, hereinafter referred to as GMS,
means an organ of the Company that has authority not vested in the
Board of Directors nor the Board of Commissioners, within the limits
as stipulated in this Law, and/or the articles of association.
5. The Board of Directors means an organ of the Company that has the
authority and full responsibility to manage the Company for the interest
of the Company, in accordance with the aims and objects of the
Company as well as to represent the Company, either in or out of court
in accordance with the provisions of its articles of association.
6. The Board of Commissioners means an organ of the Company that has
the responsibility to conduct a general and/or specific supervision, in
accordance with the articles of association, as well as providing advice
for Board of Directors.
7. Publicly-Held Company means a Public Company or a Company that
makes a public offering of shares, in accordance with the prevailing laws
and regulations in the field of capital markets.
8. Public Company means a Company which satisfies the criteria as
regards the number of shareholders and the amount of paid-up capital
in accordance with the prevailing laws and regulations in the field of
capital markets.

9. Merger means a legal act committed by one Company or more in order
to be absorbed by another existing Company, causing the transfer of
assets and liabilities of the acquired Company to the surviving Company
by operation of law and thereafter the legal entity status of the acquired
Company ceases by operation of law.
10. Consolidation means a legal act committed by two Companies or more
to consolidate together forming a new Company, which by operation of
law acquires its assets and liabilities from the consolidating Companies,
and the legal entity status of the consolidating Companies ceases by
operation of law.
11. Acquisition means a legal act committed by a legal entity or an
individual to acquire the shares of a Company, resulting in the transfer
of control of such Company.
12. Demerger (Pemisahan) means a legal act committed by a Company to
split its business, causing all assets and liabilities of the Company be
transferred to 2 (two) or more Companies, or part of the assets and
liabilities of the Company shall be by law transferred to 1 (one)
Company or more.
13. Registered Mail means a letter which is addressed to a recipient as
evidenced by a receipt signed by the recipient and setting forth the
date of receipt.
14. Newspaper means a daily newspaper in Indonesian language of
national circulation.
15. Day means a calendar day.
16.Minister means or refers to a minister whose duties and responsibilities
are in the field of law and human rights.

Article 2
A Company must have aims and objectives as well as business activities,
all of which shall not be contrary to the laws and regulations, public order,
and/or morality.
Article 3
(1) The Company‟s Shareholders are not personally liable for any
agreements made on behalf of the Company and are not liable for the
Company‟s losses in excess of their shareholding.
(2) The provisions as referred to in paragraph (1) do not apply if:
a. the requirement that the Company have the status as a legal entity
has not been or are not fulfilled;
b. the relevant shareholder, whether directly or indirectly, in bad faith
exploits the Company in their own personal interests;
c. the relevant shareholder is involved in any unlawful act committed by
the Company; or
d. the relevant shareholder, whether directly or indirectly, unlawfully
uses the assets of the Company to such an extent that the
Company‟s assets become insufficient to settle the Company‟s debts.
Article 4
This Law, the articles of association of the Company, and provisions of
other prevailing laws and regulations shall apply to the Company.
Article 5
(1) The Company shall have a name and domicile within the territory of
the Republic of Indonesia, as determined in the articles of association.

(2) The Company shall have a full address in accordance with its domicile.
(3) In all correspondence, notifications made by the Company, printed
materials, and deeds to which the Company is a party, the name and
full address of the Company must be mentioned.
Article 6
A Company may be established either for a definite period or for an
indefinite period as stipulated in its articles of association.
CHAPTER II
FORMATION, ARTICLES OF ASSOCIATION AND AMENDMENT OF
ARTICLES OF ASSOCIATION, COMPANIES REGISTER AND
ANNOUNCEMENT
Part 1
FORMATION
Article 7
(1) A Company shall be formed by 2 (two) persons or more based on a
notarial deed drawn up in Indonesian language.
(2) Each founder of the Company is obliged to subscribe for the shares
upon the formation of the Company.
(3) The provisions as referred to in paragraph (2) do not apply in the
context of Consolidation.
(4) The Company obtains its legal entity status (incorporated) on the date
the Minister issues its Decision on the Company‟s incorporation.

(5) If after the Company obtains its legal entity status the number of its
shareholders becomes less than 2 (two) persons, then within a period of
not later than 6 (six) months as from such condition, the relevant
shareholder is obliged to transfer part of its shares to other persons or
the Company shall issue new shares to other persons.
(6) In the event that after the lapse of the time period as referred to in
paragraph (5) there remain less than 2 (two) shareholders, the
shareholder shall be personally liable for all agreements and losses of
the Company, and at the request of any interested party, the District
Court may dissolve the Company.
(7) The requirement that a Company be formed by 2 (two) persons or more
as referred to in paragraph (1), and the provisions of paragraph (5) as
well as paragraph (6) above do not apply to :
a. a company whose shares are fully owned by the state (a state-owned
company); or
b. a company managing the stock exchange, clearing and guarantee
institution, central securities depository, and other institutions as
governed by the Law on Capital Markets.
Article 8
(1) The deed of establishment (Akta Pendirian) shall contain the articles of
association and other information related to the Company‟s formation.
(2) Other information as referred to in paragraph (1) shall contain at least:
a. the full name, place and date of birth, occupation, residence, and
nationality of the individual founder, or the name, domicile, and full
address, as well as the reference number and date of the Minister‟s
Decision on the incorporation of the founder‟s Company;

b. the full name, place and date of birth, occupation, residence, and
nationality of the initial members of the Board of Directors and the
Board of Commissioners of the Company.
c. the names of the shareholders who have subscribed for the shares,
details of shares, i.e. the number of shares issued, and nominal
value of the shares subscribed and paid-up.
(3) In making the deed of establishment, the founder may be represented
by another person by virtue of a Power of Attorney.
Article 9
(1) In order to obtain the Minister„s Decision on the incorporation of the
Company as referred to in Article 7 paragraph (4), the founders shall
jointly submit an application through an electronic legal entity
administration system to the Minister by filling out the form which shall
contain at least the following:
a. The name and domicile of the Company;
b. The duration of the Company;
c. The Company‟s aims and objectives as well as line of business;
d. The amount of authorized capital, issued capital, and paid-up
capital;
e. The full address of the Company.
(2) In the completion of the form as referred to in paragraph (1) must be
preceded by the submission of the Company‟s name.
(3) If the founders do not submit the application in person as referred to in
paragraph (1) and paragraph (2), the founders may only be represented
by a notary under a power of attorney.

(4) Further provisions for the procedure for submission and use of the
Company‟s name shall be stipulated by a Government Regulation.
Article 10
(1) The application for the Ministerial Decision as referred to in Article 9
paragraph (1) must be submitted to the Minister not later than 60
(sixty) days as of the signing date of the deed of establishment,
supplemented by information on the supporting documents.
(2) The provisions for the supporting documents as referred to in
paragraph (1) shall be stipulated by a Ministerial Regulation.
(3) If the form as referred to in Article 9, paragraph (1) and the information
on the supporting documents as referred to in paragraph (1) are in
compliance with the prevailing laws and regulations, the Minister shall
immediately issue an electronic statement of no-objection to the
relevant application.
(4) If the form as referred to in Article 9 paragraph (1) and the information
on the supporting documents as referred to in paragraph (1) are not in
compliance with the provisions of the prevailing laws and regulations,
the Minister shall immediately issue an electronic notice of rejection
and the reasons therefor.
(5) Within the period of not later than 30 (thirty) days of the non-objection
statement date as referred to in paragraph (3), the relevant applicant is
obliged to submit the hard copy version of the application letter
together with the relevant supporting documents.
(6) If all requirements as referred to in paragraph (5) have been fully
fulfilled within not later than 14 (fourteen) days, the Minister shall
issue a decision on the incorporation of the Company as a legal entity,
which is signed electronically.

(7) If the requirements regarding the period and the completeness of the
supporting documents as referred to in paragraph (5) are not fulfilled,
the Minister shall immediately notify the applicant of this matter by
electronic means, and the statement of no-objection as referred to in
paragraph (3) shall become null.
(8) In the event that the statement of no-objection is null, the applicant as
referred to in paragraph (5) may re-submit an application in order to
obtain the decision from the Minister as referred to in Article 9,
paragraph (1).
(9) In the event that the application for the Ministerial Decision is not
submitted within the period as referred to in paragraph (1), the deed of
establishment shall be void as from the lapse of such period and the
Company which fails to obtain such decision on incorporation shall be
dissolved by operation of law and its winding-up shall be conducted by
the founders.
(10) The provisions concerning the period as referred to in paragraph (1)
shall also apply to any re-submission.
Article 11
Further provisions concerning the submission of the application for the
Ministerial Decision as referred to in Article 7 paragraph (4) for certain
areas that still do not have or cannot use electronic network, shall be
governed by a Ministerial Regulation.
Article 12
(1) Any legal act relating to the ownership of shares and the payment
therefor into the Company by a prospective founder prior to the
Company‟s incorporation shall be stated in the deed of establishment.

(2) In the event of the legal act as referred to in paragraph (1) is stated in a
deed which is not in public form (notarial deed), such deed shall be
attached to the deed of establishment.
(3) In the event of legal act as referred to in paragraph (1) is stated in a
deed made in public form (notarial deed), the reference number, date
and name as well as domicile of the Notary making such notarial deed
shall be mentioned in the deed of establishment of the Company.
(4) In the event that the provisions as referred to in paragraphs (1), (2), and
(3) are not fulfilled, such legal act shall not create any rights and
obligations and shall not bind the Company.
Article 13
(1) Any legal act committed by the prospective founders in the interests of
a Company which is not yet incorporated, shall be binding upon the
Company after the Company‟s incorporation if the first GMS of the
Company expressly confirms that it accepts or takes over all rights and
obligations arising from the legal act committed by the prospective
founders or their attorneys-in-fact.
(2) The first GMS as referred to in paragraph (1) shall be held not later
than 60 (sixty) days after the Company‟s incorporation.
(3) The resolution of the GMS as referred to in paragraph (2) is valid if the
GMS is attended by the shareholders representing all shares with
voting rights and the resolution is approved unanimously.
(4) In the event that the GMS is not held within the period as referred to in
paragraph (2), or in the event that the GMS fails to adopt a resolution in
the manner as referred to in paragraph (3), each prospective founder
committing such legal act shall be personally liable for any
consequences arising therefrom.

(5) The GMS approval as referred to in paragraph (2) shall not be required
if such legal act is committed or approved in writing by all prospective
founders prior to the Company‟s incorporation.
Article 14
(1) Any legal act committed in the name of a Company that is not yet
incorporated shall be committed by all members of the Board of
Directors together with all the founders, as well as all members of the
Board of Commissioners of the Company, and they all shall be jointly
and severally liable for any such legal act.
(2) In the event such legal act as referred to in paragraph (1) is committed
by the founders in the name of a Company which is not yet
incorporated, the relevant founders shall be fully liable for such legal
act and the relevant legal act shall not bind the Company.
(3) The legal act as referred to in paragraph (1) shall, by operation of law,
be the responsibility of the Company after the Company‟s incorporation.
(4) The legal act as referred to in paragraph (2) shall be binding upon and
shall be the responsibility of the Company only after such legal act is
approved by all shareholders in the GMS attended by all shareholders
of the Company.
(5) The GMS as referred to in paragraph (4) is the first GMS, which must
be held not later than 60 (sixty) days after the Company‟s
incorporation.
Part Two
Articles of Association and Amendment of Articles of Association
Division 1

Articles of Association
Article 15
(1) Articles of association as referred to in Article 8 paragraph (1) shall
contain at least:
a. The name and domicile of the Company;
b. The aims and objectives as well as the business activities of the
Company;
c. The duration of the Company;
d. The amount of its authorized capital, issued capital, and paid-up
capital;
e. The number of shares, classes of shares if any, including the number
of shares for each class, the rights attached to each share, and the
nominal value of each share;
f. The names, titles, and the number of the members of the Board of
Directors and the Board of Commissioners;
g. The place and procedure for holding a GMS;
h. The procedures for appointment, replacement, and dismissal of the
members of the Board of Directors and the Board of Commissioners;
i. The procedure for the use of profit and distribution of dividend.
(2) In addition to the provisions as referred to in paragraph (1), the articles
of association may also contain other provisions which do not conflict
with this Law.
(3) The articles of association must not contain:

a. provisions concerning the receipt of fixed interest on shares; or
b. provisions concerning the grant of personal benefits to the founders
or any other parties.
Article 16
(1) A Company must not use a name that:
a. has been lawfully used by another Company or is substantially the
same as the name of another Company;
b. is contrary to public order and/or morality;
c. is the same as or similar to names of state institutions, government
institutions, or international institutions, unless duly permitted by
those institutions;
d. is not in accordance with the Company‟s aims and objects as well as
line of business or only reflects the aims and objectives of the
Company without a name;
e. consists of figures or a series of figures, letters or a series of letters
which do not form a word.
f. means Company, legal entity, or professional partnership
(persekutuan perdata).
(2) The name of a Company must be preceded by the phrase “Perseroan
Terbatas” (Limited Liability Company) or the abbreviation “PT”.
(3) In the case of a Publicly-Held Company (Perseroan Terbuka), without
prejudice to the provisions of paragraph (2), the abbreviation “Tbk”
must be added immediately after the Company‟s name.

(4) Further provisions regarding the use of a Company‟s name shall be
stipulated by a Government Regulation.
Article 17
(1) A Company shall be domiciled in a municipality or regency within the
territory of the Republic of Indonesia as set out in its articles of
association.
(2) The domicile as referred to in paragraph (1) shall also constitute the
head office (kantor pusat) of the Company.
Article 18
(1) A Company must determine its aims and objectives as well as permitted
business activities, all of which shall be expressly stated in the articles
of association of the Company and shall not contravene the prevailing
laws and regulations.
Division 2
Amendment of the Articles of Association
Article 19
(1) Amendment of the articles of association shall be made by the GMS.
(2) The agenda for the amendment of the articles of association must be
clearly stated in the notice of the GMS.
Article 20
(1) The articles of association of a Company that has been declared
bankrupt shall not be made except as permitted by the receiver.

(2) The receiver‟s permission as referred to in paragraph (1) shall be
attached to the application for approval or notification of amendment of
the articles of association to the Minister.
Article 21
(1) The amendment of certain provisions of the articles of association must
obtain approval from the Minister.
(2) The amendment of certain provisions of the articles of association as
referred to in paragraph (1) shall include the following:
a. name and/or domicile of the Company;
b. aims and objectives as well as business activities of the Company;
c. duration of the Company;
d. amount of the authorized capital,
e. reduction in the issued and paid-up capital; and/or
f. change of the Company‟s status from a private company to a publicly-
held company or vice versa.
(3) Amendments of the articles of association other than as referred to in
paragraph (2) only need to be notified to the Minister.
(4) The amendments to the articles of association as referred to in
paragraph (2) and paragraph (3) shall be set forth or stated in a notarial
deed (akta notaris) in Indonesian language.
(5) Any amendment to the articles of association not contained in notarial
minutes of meeting shall be stated in a notarial deed not later than 30
(thirty) days of the date of the resolution of the GMS.

(6) An amendment to the articles of association may not be stated in a
notarial deed after the lapse of 30 (thirty) days as referred to in
paragraph (5).
(7) The application for approval of the amendment to the articles of
association as referred to in paragraph (2) shall be submitted to the
Minister not later than 30 (thirty) days as of the date of the notarial
deed containing such amendment to the articles of association.
(8) The provision as referred to in paragraph (7) shall apply mutatis
mutandis to the notification of the amendment of the articles of
association to the Minister.
(9) After the lapse of the 30 (thirty)-day period as referred to in paragraph
(7), the application for approval or the notification of the amendment of
the articles of association may not be submitted or delivered to the
Minister.
Article 22
(1) The application for approval of the amendment to the articles of
association regarding the extension of the duration of the Company as
set forth in the articles of association must be submitted to the Minister
not later than 60 (sixty) days prior to the expiry of the duration of the
Company.
(2) The Minister shall give his/her approval for the application for the
extension of the duration as referred to in paragraph (1) not later than
the last day of the Company‟s life.
Article 23
(1) The amendment to the articles of Association as referred to in Article 21
paragraph (2) shall take effect as of the issuance date of the Ministerial

Decision regarding the approval for the relevant amendment to the
articles of association.
(2) The amendment to the articles of association as referred to in Article 21
paragraph (3) shall take effect as of the date of the letter from the
Minister confirming receipt of the notification of the amendment of the
(3) The provisions as referred to in paragraph (1) and paragraph (2) shall
not apply to the extent this Law determines otherwise.
Article 24
(1) A Company whose capital and number of shareholders fulfill the
criteria of a Public Company in accordance with the provisions of
prevailing laws and regulations in the field of capital markets, is obliged
to amend its articles of association as referred to in Article 21
paragraph (2), letter f within the 30 (thirty)-day period as of the
fulfillment of the criteria.
(2) The Board of Directors of the Company as referred to in paragraph (1) is
obliged to submit a registration statement in accordance with the
prevailing laws and regulations in the field of capital markets.
Article 25
(1) The amendment to the articles of association regarding the change of
the status of the Company from a private Company to a publicly-held
company shall be effective as of:
a. The effective date of the registration statement submitted to the capital
market supervisory agency for Public Company; or
b. the date on which a public offering is made for a Company that submits
a registration statement to the capital market supervisory agency in

order to make a public offering of shares in accordance with the
prevailing laws and regulations in the field of capital markets.
(2) In the event the registration statement of the Company as referred to in
paragraph (1) letter a does not come into effect, or if the Company that
has submitted a registration statement as referred to in paragraph (1)
letter b fails to make the public offering of shares, the Company must
amend its articles of association again within a period of 6 (six) months
after the date of the Ministerial approval.
Article 26
The amendment to the articles of association made in the framework of
Merger or Acquisition, shall become effective as of:
a. The date of the Ministerial approval;
b. A later date determined in the Ministerial approval; or
c. The date on which the notification of the amendment of the articles of
association is received by the Minister, or a later date as determined in
the deed of Merger or deed of Acquisition.
Article 27
The application for approval of the amendment of the articles of
association as referred to in Article 21 paragraph (2) will be rejected if:
a. it is contrary to the provisions regarding the procedure for amendment
of the articles of association;
b. the contents of the amendment are contrary to the prevailing laws and
regulations, public order, and/or morality; or
c. there is an objection from the creditor(s) to the resolution of the GMS
regarding a reduction in capital.

Article 28
The provisions regarding the procedure for submitting the application to
obtain the Ministerial Decision regarding the Company‟s incorporation,
and the objections as referred to in Article 9, Article 10, and Article 11,
shall apply mutatis mutandis to the submission of an application for the
approval of the amendment to the articles of association and objections
thereto.
Part Three
Companies Register and Announcement
Division 1
Companies Register
Article 29
(1) The Companies Register is administered and maintained by the
Minister.
(2) The Companies Register as referred to in paragraph (1) shall contain
the Company‟s particulars as follows:
a. the name and domicile, aims and objectives as well as the business
activities, duration of its life, and capitalization;
b. the full address of the Company as referred to in Article 5;
c. the reference number and date of the deed of establishment and the
Ministerial Decision on the Company‟s incorporation as referred to in
Article 7 paragraph (4);

d. the reference number and date of deed of amendment to the articles
of association, and the Ministerial approval as referred to in Article
23 paragraph (1);
e. the reference number and date of deed of amendment to the articles
of association, and the date on which the notification as referred to
in Article 23 paragraph (2) is received by the Minister;
f. the name and domicile of the notary drawing up the deed of
establishment and deed of amendment to the articles of association;
g. the full name and address of the shareholders, members of the Board
of Directors, and members of the Board of Commissioners of the
Company;
h. the reference number and date of deed of dissolution, or the reference
number and date of the court decision on the dissolution of the
Company, which has been notified to the Minister;
i. the termination of the Company‟s status as a legal entity;
j. the balance sheet and profit and loss statement of the Company for
the relevant financial year, which are subject to audit.
(3) The particulars of the Company as referred to in paragraph (2) shall be
entered into the Companies Register on the same date as the date of:
a. the Ministerial Decision on the Company‟s incorporation, the
approval for the amendment to the articles of association to the
extent such approval is necessary;
b. receipt of notification of the amendment of the articles of association
to the extent no approval is necessary; or

c. receipt of notification of the amendment of the Company‟s data which
do not constitute amendment of its articles of association.
(4) The provisions as referred to in paragraph (2) letter g regarding the full
name and address of the shareholders of a Publicly-Held Company
shall be in accordance with the prevailing laws and regulations in the
field of capital markets.
(5) The Companies Register as referred to in paragraph (1) shall be
accessible to the public.
(6) Further provisions regarding the Companies Register shall be regulated
in a Ministerial Regulation.
Paragraph 2
Announcement
Article 30
(1) The Minister shall announce the following instruments in the
Supplement to Official Gazette of the Republic of Indonesia
(Tambahan Berita Negara Republik Indonesia):
a. The deed of establishment of the Company and the Ministerial
Decision as referred to in Article 7 paragraph (4);
b. The deed of amendment to the articles of association and the
Ministerial Decision as referred to in Article 21 paragraph (1);
c. The deed of amendment to the articles of association, which
notification has been received by the Minister.
(2) The announcement as referred to in paragraph (1) shall be made by the
Minister within a period of not less than 14 (fourteen) days as of the
date of the Ministerial Decision as referred to in paragraph (1) letter a

and letter b, or as of the date on which the notification as referred to in
paragraph (1) letter c is received.
(3) Further provisions regarding the procedure for making the
announcement shall be governed by the prevailing laws and
regulations.
CHAPTER III
CAPITAL AND SHARES
Part One
Capital
Article 31
(1) The authorized capital of the Company shall consist of the total
nominal value of its shares.
(2) The provisions as referred to in paragraph (1) shall not preclude the
laws and regulations in the field of capital markets from stipulating
that the Company‟s capital consist of shares without a nominal
value.
Article 32
(1) The authorized capital of the Company shall be at least
Rp50,000,000 (fifty million rupiah).
(2) A Law that governs certain business fields may determine the
minimum amount of the Company‟s capital which is higher than
the amount of the authorized capital as referred to in paragraph (1).
(3) The change to the amount of the authorized capital as referred to in
paragraph (1) shall be governed by a Government Regulation.

Article 33
(1) At least 25% (twenty five percent) of the authorized capital as referred
to in Article 32 must be issued and paid-up in full.
(2) The payment of the subscribed and fully paid-up capital as referred to
in paragraph (1) shall be evidenced by a valid proof of payment.
(3) Subsequent issuance of shares at any time to increase the issued
capital must be paid-up in full.
Article 34
(1) Payment of the share capital may be made in money and/or in kind.
(2) If payment of share capital is made in kind as referred to in paragraph
(1), the valuation of the share capital payment shall be determined
based on a fair market value or by an independent expert not affiliated
with the Company.
(3) In-kind payment of share capital in the form of immovable property
must be announced in 1 (one) or more Newspapers within a period of
14 (fourteen) days after the signing of the deed of establishment, or
after the GMS resolves on such payment of the share capital.
Article 35
(1) Any shareholder and otherwise any creditor having a claim against the
Company may not set off its claim against the payment obligation to
pay up the shares it has subscribed for, unless approved by the GMS.
(2) The claim against the Company as referred to in paragraph (1) that may
be set off against the payment of the share capital shall be the claim
against the Company which arises out of the following:

a. The Company has received money or otherwise tangible or intangible
property having a monetary value.
b. a party that becomes the surety or guarantor of the Company‟s
debts has paid off the Company‟s debts in the amount guaranteed or
secured; or
c. The Company becomes the surety or guarantor of a third party‟s
debts, and the Company has received benefits in money or in kind
having a monetary value, which have been actually received by the
Company whether directly or indirectly.
(3) The resolution of the GMS as referred to in paragraph (1) shall be valid
if adopted in accordance with the provisions regarding the notice of the
meeting, quorum, and number of votes to amend the articles of
association as governed by this Law and/or the articles of association.
Article 36
(1) A Company shall not issue shares either to be owned by the Company
itself or by any other Company whose shares are directly or indirectly
owned by the Company.
(2) The restriction on share ownership as referred to in paragraph (1) shall
not apply to ownership of shares acquired due to transfer by operation
of law, as a gift (hibah), or as a testamentary inheritance (hibah
wasiat).
(3) The shares acquired in the manner as referred to in paragraph (2),
must be transferred to another party not prohibited from owning the
shares in the Company within a period of 1 (one) year after the date of
the acquisition.

(4) In the event that the other Company as referred to in paragraph (1) is a
securities company, the prevailing laws and regulations in the field of
capital markets shall apply.
Part Two
Protection of the Company‟s Capital and Assets
Article 37
(1) The Company may buy back the shares it has issued on the following
conditions:
a. the share buyback shall not cause the net assets of the Company to
become less than the issued capital plus the statutory reserve that
has been allocated; and
b. the amount of nominal value of all shares buy back by the Company
and the pledge of shares or the fiduciary security on shares held by
the Company itself, and/or other Company which shares are directly
or indirectly owned by the Company does not exceed 10% (ten
percent) from the amount of issued capital in the Company, except
otherwise regulated in the legislation in the field of capital markets.
(2) The buyback of shares, either directly or indirectly that is contrary to
the provisions of paragraph (1) is considered void by operation of law.
(3) The Board of Directors shall be jointly and severally liable for the losses
suffered by shareholders who have acted in good faith, resulting from
the voidity of the buyback by operation of law as referred to in
paragraph (2).
(4) The shares bought back by the Company as referred to in paragraph (1)
may be held by the Company for not more than 3 (three) years.

Article 38
(1) The share buyback as referred to in Article 37 paragraph (1) or any
further transfer thereof shall be made subject to the approval of the
GMS, except as otherwise stated in the prevailing laws and regulations
in the field of capital markets.
(2) A resolution of the GMS concerning the approval as referred to in
paragraph (1) shall be valid if adopted in accordance with the
provisions regarding the notice of the meeting, quorum, and approval
for the number of votes to amend the articles of association as
governed by this Law and/or the articles of association.
Article 39
(1) The GMS may grant authority to the Board of Commissioners to
approve the implementation of the GMS resolution as referred to in
Article 38 for a period of not more than 1 (one) year.
(2) The grant of authority as referred to in paragraph (1) may be extended
from time to time for the same period.
(3) The grant of authority as referred to in paragraph (1) may at any time
be revoked by the GMS.
Article 40
(1) The shares possessed by the Company due to buy back, transfer by
operation of law, grant or bequest, may not be used to cast votes in the
GMS, and shall not be counted in determining the number of quorum
which must be achieved in accordance with this Law and/or the
(2) The shares as referred to in paragraph (1) shall not be entitled to
dividends.

Part Three
Capital Increase
Article 41
(1) The Company‟s capital may be increased subject to the approval of the
GMS.
(2) The GMS may grant authority to the Board of Commissioners to
approve the implementation of the GMS resolution as referred to in
paragraph (1) for a period of not more than 1 (one) year.
(3) The authority as referred to in paragraph (2) may at any time be
revoked by the GMS.
Article 42
(1) The resolution of the GMS for the increase of authorized capital shall be
valid if adopted by taking into account the requirements of quorum
and the number of votes in favor of for the amendment of the articles of
association in accordance with the provisions of this Law herein
and/or the articles of association.
(2) The GMS resolution concerning the increase in the issued and paid-up
capital within the limits of the authorized capital shall be valid if
adopted with a quorum of more than ½ (one half) of the total number
of voting shares and approved by more than ½ (one half) of the total
number of votes cast, unless a larger attendance is required by the
(3) The capital increase as referred to in paragraph (2) shall be notified to
the Minister to be recorded in the Companies Register.

Article 43
(1) All shares to be issued for the purpose of the capital increase must
first be offered to the existing shareholders in proportion to their
shareholding for the same class of shares.
(2) If the shares to be issued for the capital increase are those with a new
class of shares which have never been issued before, then all
shareholders shall have the priority to purchase such shares in
proportion to the number of shares they hold.
(3) The offer as referred to in paragraph (1) shall not apply if the shares are
issued:
a. for the employees of the Company;
b. for holders of bonds and other securities convertible into shares,
issued with the approval of the GMS; or
c. for the purpose of reorganization and/or restructuring upon the
approval of the GMS.
(4) If the shareholders as referred to in paragraph (1) do not exercise their
rights to subscribe for and fully pay up the subscribed shares within a
period of 14 (fourteen) days of the date of offer, the Company may offer
the remaining unsubscribed shares to a third party.

Part Four
Capital Reduction
Article 44
(1) The resolution of the GMS for the Company‟s capital reduction shall be
valid if adopted in compliance with the quorum requirement and the
number of affirmative votes for the amendment of the articles of
association in accordance with this Law and/or the articles of
association.
(2) The Board of Directors is obliged to notify the resolution as referred to
in paragraph (1) to all creditors by announcing it in 1 (one) or more
Newspapers within a period of not later than 7 (seven) days of the date
of the GMS resolution.
Article 45
(1) Within a period of 60 (sixty) days of the date of the announcement as
referred to in Article 44 paragraph (2), the creditors may submit a
written objection to the resolution on the capital reduction, together
with the reasons therefor to the Company, with a copy delivered to the
Minister.
(2) Within a period of 30 (thirty) days of receipt of the objection as referred
to in paragraph (1), the Company is obliged to provide a written
response to the relevant objection.
(3) In the event that the Company:

a. rejects the objection or fails to provide a settlement satisfactory to
the creditors within a period of 30 (thirty) days of the date of
receipt of the Company‟s response; or
b. fails to give any response within a period of 60 (sixty) days of the
date the objection is submitted to the Company,
the creditors may file a suit with the District Court having jurisdiction over
the Company.
Article 46
(1) The capital reduction of a Company constitutes an amendment to its
articles of association which requires the approval of the Minister.
(2) The Minister‟s approval as referred to in paragraph (1) shall be given if:
a. there is no written objection from the creditors within the period as
referred to in Article 45 paragraph (1);
b. a settlement over the objection raised by a creditor has been
reached; or
c. the creditors‟ suit is rejected by the District Court through a final
decision of the court.
Article 47
(1) The GMS resolution regarding the reduction in the issued and paid-up
capital of the Company shall be made by cancelling or reducing the
nominal value of the shares.
(2) The cancellation of shares as referred to in paragraph (1) shall be done
towards shares that have been repurchased by the Company or
towards cancellable shares.

(3) Reduction in the nominal value of the shares without repayment must
be made equally towards all shares of every class of shares.
(4) The equality as referred to in paragraph (3) may be waived with the
approval of all holders of the shares whose nominal value is reduced.
(5) In the event that there is more than 1 (one) class of shares, the GMS
resolution on the capital reduction shall be adopted subject to prior
approval from all holders of shares of all classes whose rights are
impaired by the GMS resolution on such capital reduction.
Part Five
Shares
Article 48
(1) The Company‟s shares shall be issued in the name of their owners.
(2) The requirements for share ownership may be set forth in the articles of
association with due observance of the requirements as stipulated by
the competent agency in accordance with the provisions of the laws
and regulations.
(3) In the event that the requirements for share ownership as referred to in
paragraph (2) have been set but are not fulfilled, then the party
acquiring the ownership of the shares shall forfeit its rights as a
shareholder, and the shares shall not be counted in fulfilling the
required quorum in accordance with the provisions of this Law and/or
the articles of association.
Article 49
(1) The value of a share shall be stated in Rupiah.
(2) Shares with no par value may not be issued.

(3) The provision as referred to in paragraph (2) shall not preclude any
regulation in the field of capital markets on the issuance of no par
value shares.
Article 50
(1) The Company‟s Board of Directors is obliged to maintain and keep a
shareholders‟ register, which at least contains:
a. the name and address of the shareholders;
b. the amount, reference number, acquisition date of the shares held
by the shareholder; and the class of shares if more than one class of
shares is issued;
c. the amount paid-up for each share;
d. the name and address of all individuals or legal entities having the
right of pledge (hak gadai) over the shares or as the fiduciary
assignee of the the shares, and the acquisition date of the right of
pledge or registration date of the fiduciary security;
e. description of the in-kind payment of shares as referred to in Article
34 paragraph (2).
(2) Apart from the shareholders‟ register as referred to in paragraph (1), the
Board of Directors is obliged to maintain and keep a special register
containing information regarding the shares held by members of the
Board of Directors and the Board of Commissioners, together with their
family members in the Company and/or any other Company, as well as
the acquisition date of such shares.
(3) The shareholders‟ register and the special register as referred to in
paragraph (1) and paragraph (2) shall also record every change in the
share ownership.
(4) The shareholders‟ register and the special register as referred to in
paragraph (1) and paragraph (2), shall be made available in the

domicile of the Company so that they can be accessed by the
shareholders.
(5) Unless stipulated otherwise by the prevailing laws and regulations in
the field of capital markets, the provisions as referred to in paragraph
(1), paragraph (3), and paragraph (4) shall also apply to Publicly-Held
Companies.
Article 51
A Shareholder shall be provided with a proof of ownership of the shares
they own.
Article 52
(1) A Share shall entitle its holder to:
a. attend and cast a vote in the GMS;
b. receive dividend and any liquidation remainder;
c. exercise other rights under this Law.
(2) The provisions as referred to in paragraph (1) shall take effect after the
share is recorded in the shareholders‟ register in the name of the
shareholder.
(3) The provisions as referred to in paragraph (1), letter a and letter c, shall
not apply to certain classes of shares as stipulated in this Law.
(4) Each share shall vest its owner with an indivisible right.
(5) In the event that 1 (one) share is owned by more than 1 (one) person,
the rights arising out of the share shall be exercised by appointing 1
(one) person as their representative.

Article 53
(1) The Articles of association shall determine 1 (one) or more classes of
shares.
(2) Each share of the same class vests its holder with the same rights.
(3) In the event that there is more than 1 (one) class of shares, the articles
of association shall determine one of them as a class of ordinary
shares.
(4) The classes of shares as referred to in paragraph (3) are, among others:
a. shares with voting rights or without voting rights;
b. shares with a privilege to nominate members of the Board of
Directors and/or members of the Board of Commissioners;
c. shares which after a certain period of time will be withdrawn or
exchanged for those of another class;
d. shares which vest priority rights in its owner to receive dividends in
advance of the other shareholders of different classes of shares in
respect of the distribution of dividend whether on a cumulative or
non-cumulative basis;
e. shares which vest rights in its owner to receive the liquidation
remainder of the Company‟s assets in advance of the other
shareholders of different classes of shares.
Article 54
(1) The articles of association may provide for the split of the nominal value
of a share.
(2) The holder of a fractional nominal value of shares shall not be granted
an individual voting right, except as the holder of a fractional nominal
value of a share, either severally or jointly with another holder of a

fractional nominal value of a share of the same class of shares, has a
nominal value equal to 1 (one) nominal value of a share of such class.
(3) The provisions as referred to in Article 52 paragraph (4) and paragraph
(5) shall apply mutatis mutandis to the holders of fractional nominal
value of shares.
Article 55
The articles of association of a Company shall provide for the method of
transfer of rights over a share in accordance with the prevailing laws and
regulations.
Article 56
(1) The assignment of shares shall be made by a deed of assignment.
(2) The deed of assignment as referred to in paragraph (1) or a copy thereof
shall be delivered to the Company in writing.
(3) The Board of Directors shall be obliged to record the assignment of
shares, date, and day of the assignment in the shareholders‟ register or
the special register as referred to in Article 50 paragraph (1) and
paragraph (2), and shall notify the change to the composition of
shareholders to the Minister, to be recorded in the Companies Register,
not later than 30 (thirty) days of the registration date of the
assignment.
(4) In the event the notification as referred to in paragraph (3) has not been
given, the Minister shall reject the application for approval or the
notification given based on the composition and names of shareholders
that have not yet been notified.

(5) The provisions regarding the procedure for assignment of shares traded
on the capital markets shall be regulated in the prevailing laws and
regulations in the field of capital markets.
Article 57
(1) The articles of association may provide for the requirements for the
assignment of shares, viz:
a. The obligation to make a first offer to shareholders of a certain
class or to other shareholders;
b. The obligation to obtain prior approval from an Organ of the
Company; and/or
c. The obligation to obtain prior approval from the competent
agencies in accordance with the prevailing laws and regulations.
(2) The requirements as referred to in paragraph (1) shall not apply if the
assignment of shares occurs by operation of law, except for the
requirements as referred to in paragraph (1) letter c related to
succession.
Article 58
(1) In the event that the articles of association requires the selling
shareholders to first offer their shares to shareholders of a certain class
of shares, or to other shareholders, and within a period of 30 (thirty)
days of the date of offer the shareholders do not purchase the shares,
then the selling shareholders may offer and sell their shares to a third
party.
(2) Each selling shareholder who is required to offer its shares as referred
to in paragraph (1) shall have the right to withdraw the offer after the
lapse of the 30 (thirty)-day period as referred to in paragraph (1).

(3) The obligation to offer to shareholders of a certain class of shares or
to other shareholders as referred to in paragraph (1) shall apply only
once.
Article 59
(1) The approval for or rejection of the assignment of shares which requires
approval from the Company Organ must be given in writing within a
period of not more than 90 (ninety) days of the date on which the
Company Organ receives the request for approval of the assignment of
shares.
(2) In the event that the period as referred to in paragraph (1) has lapsed,
and the Company Organ fails to provide any written statement, then
the Company Organ shall be deemed to approve the assignment of
shares.
(3) In the event that the assignment of shares is approved by the Company
Organ, the assignment shall be made in accordance with the provisions
as referred to in Article 56, and shall be made within a period of not
more than 90 (ninety) days of the approval date.
Article 60
(1) A Share constitutes movable property and vests its owner with certain
rights as referred to in Article 52.
(2) A Share may be encumbered with pledge or fiduciary security, unless
otherwise stipulated in the articles of association.
(3) The pledge of shares or fiduciary security over shares that has been
duly registered in accordance with the prevailing laws and regulations
must be recorded in the shareholders‟ register and special register as
referred to in Article 50.

(4) The voting rights in a share encumbered with pledge or fiduciary
security shall remain attached to the relevant shareholder.
Article 61
(1) Each shareholder shall have the right to commence legal proceedings
against the Company at the District Court if they suffer losses due to
any acts of the Company considered to be unfair and unreasonable as
a result of any resolution of the GMS, the Board of Directors, and/or
the Board of Commissioners.
(2) The legal proceedings as referred to in paragraph (1) shall be instituted
with the District Court having jurisdiction over the Company.
Article 62
(1) A shareholder shall have the right to request the Company to purchase
its shares at a reasonable price if the relevant shareholder does not
agree with any act of the Company that may harm the shareholder or
the Company in the form of:
a. amendment of the articles of association;
b. transfer or creation of security interest over more than 50% (fifty
percent) of the Company‟s net assets; or
c. Merger, Consolidation, Acquisition, or Demerger.
(2) In the event that the shares proposed by the shareholder to be
purchased by the Company as referred to in paragraph (1) exceed the
limit on the buyback by the Company as referred to in Article 37
paragraph (1) letter b, the Company is obliged to procure that any
remaining shares be purchased by a third party.

CHAPTER V
WORK PLAN, ANNUAL REPORT, AND APPROPRIATION OF PROFITS
Part One
Work Plan
Article 63
(1) The Board of Directors shall prepare an annual work plan prior to the
commencement of the subsequent financial year.
(2) The work plan as referred to in paragraph (1) shall also contain the
annual budget of the Company for the subsequent financial year.
Article 64
(1) The work plan as referred to in Article 63 shall be delivered to the
Board of Commissioners or the GMS as stated in the articles of
association.
(2) The articles of association may determine the work plan delivered by
the Board of Directors as referred to in paragraph (1) obtain the
approval from the Board of Commissioners or the GMS, unless
determined otherwise by the prevailing laws and regulations.
(3) In the event that the articles of association determine that the work
plan is subject to the approval of the GMS, such work plan must first
be reviewed by the Board of Commissioners.
Article 65
(1) In the event that the Board of Directors fail to deliver the work plan as
referred to in Article 64, the work plan from the previous year shall
apply.

(2) The work plan from the previous year shall also apply to a Company
whose work plan has not yet obtained the approval as stated in the
articles of association or the prevailing laws and regulations.
Part One
Annual Report
Article 66
(1) The Board of Directors shall submit an annual report to the GMS after
it has been reviewed by the Board of Commissioners, no later than 6
(six) months after the Company‟s financial year ends.
(2) The annual report as referred to in paragraph (1) shall at least contain
the following:
a. financial statements which at least consist of the balance sheet as
at the end of the latest financial year in comparison with that of the
previous financial year, profit and loss statement for the relevant
financial year, cash flow statement, and statement of equity
changes, as well as the notes to such financial statement;
b. a report on the Company‟s activities;
c. a report on the implementation of Social and Environmental
Responsibility;
d. details on issues which arise during the relevant financial year
which affects the Company‟s activities;
e. a report on the supervisory duties that have been performed by the
Board of Commissioners during the previous financial year;
f. the name of the members of the Board of Directors and Board of
Commissioners;

g. the salaries and allowances of the members of Board of Directors,
and salaries or honoraria and allowances for the members of the
Board of Commissioners of the Company for the previous year.
(3) The financial statements as referred to in paragraph (2) letter a, shall
be prepared based on the financial accounting standards.
(4) The relevant audited balance sheet and profit and loss statement of the
company as referred to in paragraph (2) letter a shall be submitted to
the Minister in accordance with the prevailing laws and regulations.
Article 67
(1) The annual report as referred to in Article 66 paragraph (1) shall be
signed by all members of the Board of Directors and Board of
Commissioners who hold office during the relevant financial year, and
it shall be made available at the Company‟s office as of the date of the
notice for the GMS in order that it can be accessed by the
shareholders.
(2) If a member of the Board of Directors or Board of Commissioners fails
to sign the annual report as referred to in paragraph (1), such member
shall specify the reason therefor in writing, or such reason shall be
given by the Board of Directors in a separate letter attached to the
annual report.
(3) If a member of the Board of Directors or Board of Commissioners fails
to sign the annual report as referred to in paragraph (1) and to give the
reason therefor in writing, then the relevant member shall be deemed
to have approved the substance of the annual report.
Article 68
(1) The Board of Directors shall submit the Company‟s financial
statements to a public accountant for audit if:

a. the activity of the Company is to collect and/or manage public
funds;
b. The Company issues acknowledgements of indebtedness to the
public;
c. The Company constitutes a Publicly-Held Company;
d. The Company constitutes a stated-owned company;
e. The Company owns assets and/or turnover of at least
Rp50,000,000,000 (fifty billion rupiah); or
f. required by the prevailing laws and regulations.
(2) If the obligation as referred to in paragraph (1) is not fulfilled, the
financial statements shall not be ratified by the GMS.
(3) The report on the audit result from the public accountant as referred to
in paragraph (1) shall be presented in writing to the GMS by the Board
of Directors.
(4) The balance sheet and profit and loss statement from the financial
statements as referred to in paragraph (1) letter a, letter b, and letter c
after being ratified by the GMS, shall be announced in 1 (one)
Newspaper.
(5) The announcement of the balance sheet and profit and loss statement
as referred to in paragraph (4) shall be made no later than 7 (seven)
days of the date of ratification by the GMS.
(6) The reduction in the amount as referred to in paragraph (1) letter e,
shall be further stipulated by a Government Regulation.
Article 69
(1) The approval for the annual report including ratification of the financial
statements and the report on the supervisory duties of the Board of
Commissioners shall be done by the GMS.

(2) The resolution on the ratification on the financial statements and
approval for the annual report as referred to in paragraph (1) shall be
adopted based on the provisions as stated herein and/or the articles of
association.
(3) If the financial statements presented prove to be inaccurate and/or
misleading, the members of the Board of Directors and the Board of
Commissioners shall be jointly and severally liable to the aggrieved
party.
(4) The members of the Board of Directors and Board of Commissioners
shall be fully discharged and released from the liability as referred to in
paragraph (3) if it can be proven that such condition is not due to their
fault.
Part Three
Appropriation of Profit
Article 70
(1) The Company shall be obliged to allocate a certain amount of its net
profit for each financial year for a reserve fund.
(2) The reserve fund allocation as required by paragraph (1) shall apply if
the Company has a positive balance of income.
(3) The allocation of net profit as referred to in paragraph (1) shall be made
until the reserve fund reaches an amount of at least 20% (twenty
percent) of the total amount of the issued and paid-up capital.
(4) The reserve fund as referred to in paragraph (1) which has not yet
reached the amount as referred to in paragraph (3) may only be used to
offset the loss that cannot be covered by other reserve funds.

Article 71
(1) The appropriation of net profit including the allocation of reserve fund
as referred to in Article 70 paragraph (1) shall be determined by the
GMS.
(2) All net profit after deduction for the reserve fund as referred to in
Article 70 paragraph (1) shall be distributed to the shareholders as
dividends, except as otherwise provided for in the GMS.
(3) The dividends as referred to in paragraph (2) may be distributed only if
the Company has a positive balance of income.
Article 72
(1) The Company may distribute interim dividends before the close of
Company‟s financial year as long as it is stipulated in the Company‟s
(2) The distribution of interim dividends as referred to in paragraph (1) is
permitted to the extent that such distribution does not result in the
amount of the Company‟s net assets becoming less than the amount of
the issued and paid-up capital plus the mandatory reserve.
(3) The distribution of interim dividends as referred to in paragraph (2)
shall not impair or preclude the Company from performing its
obligations to the creditors or adversely affect the activities of the
Company.
(4) The distribution of interim dividends shall be determined by the
resolution of the Board of Directors upon the approval of the Board of
Commissioners, with due observance of the provisions as stated in
paragraph (2) and paragraph (3).

(5) If at the close of the financial year it turns out that the Company has
sustained a loss, the interim dividends that have been distributed shall
be returned by the shareholders to the Company.
(6) If a shareholder fails to return the interim dividend as referred to in
paragraph (5), the Board of Directors and the Board of Commissioners
shall be jointly or severally liable for the loss sustained by the
Company.
Article 73
(1) Any dividends which are left unclaimed after 5 (five) years of the
stipulated payment date thereof shall be paid into the special reserve
account.
(2) The GMS shall stipulate the procedure for claiming dividends which
has been paid into the special reserve account as referred to in
paragraph (1).
(3) The dividends which have been paid into the special reserve account as
referred to in paragraph (1) and remain unclaimed within a period of
10 (ten) years shall become the property of the Company.
CHAPTER V
SOCIAL AND ENVIRONMENTAL RESPONSIBILITY
Article 74
(1) A Company having its business activities in the field of and/or related
to natural resources shall be obliged to discharge the Social and
Environmental Responsibility.
(2) The Social and Environmental Responsibility as referred to in
paragraph (1) constitutes an obligation of the Company which shall be
budgeted and calculated as a cost of the Company, and the

implementation thereof shall comply with the principle of fitness and
fairness.
(3) A Company which fails to perform the obligation as referred to in
paragraph (1) shall incur sanctions in accordance with the prevailing
laws and regulations.
(4) Further provisions regarding the Social and Environmental
Responsibility shall be regulated by a Government Regulation.
CHAPTER VI
GENERAL MEETINGS OF SHAREHOLDERS
Article 75
(1) The GMS has exclusive authority which is not vested in the Board of
Directors and the Board of Commissioners, within the limits stipulated
herein and/or the articles of association.
(2) During the GMS, the shareholders shall have the right to obtain any
clarifications relating to the Company from the Board of Directors
and/or the Board of Commissioners to the extent relevant to the
agenda of the meeting and not contrary to the interests of the
Company.
(3) The GMS shall not be entitled to adopt any resolutions on other items
not in the agenda, unless all shareholders are present and/or
represented in the GMS and accept the addition of such other items to
the agenda.
(4) The resolution on such additional items to the agenda must be
approved by unanimous vote.

Article 76
(1) The GMS shall be held at the domicile of the Company or at the place
where the Company carries on its business activities as stipulated in
the articles of association.
(2) The GMS of a Publicly-Held Commpany may be held at the domicile of
the stock exchange where the Company‟s shares are listed.
(3) The place of the GMS as referred to in paragraph (1) and paragraph (2)
shall be located within the territory of the Republic of Indonesia.
(4) If all shareholders are present and/or represented in the GMS, and
they all agree that the GMS will be held with a certain agenda, the
GMS may be held at any place with due observance of the provision of
paragraph (3).
(5) The GMS as referred to in paragraph (4) may adopt a resolution on
condition that such resolution is approved by unanimous vote.
Article 77
(1) In addition to the arrangement of the GMS as referred to in Article 76, a
GMS may also be held by way of teleconference, video conference, or
other electronic media, which enables all of the GMS participants to
see, hear, and participate directly in the meeting.
(2) The requirements for quorum and adoption of resolutions shall be
described herein and/or in the Company‟s articles of association.
(3) The requirement referred to in paragraph (2) shall be calculated based
on the participation of the GMS participants as referred to in
paragraph (1).

(4) For each GMS as referred to in paragraph (1), the minutes thereof shall
be made and approved and signed by all participants of the GMS.
Article 78
(1) The GMS shall consist of an Annual General Meeting of Shareholders
and other General Meetings of Shareholders.
(2) The Annual GMS shall be held within no later than 6 (six) months after
the end of the financial year.
(3) At the annual GMS, all documents making up the annual report of the
Company as referred to in Article 66 paragraph (2) shall be submitted.
(4) Other GMS may be held at any time as deemed necessary in the
interests of the Company.
Article 79
(1) The Board of Directors shall convene the annual GMS as referred to in
Article 78 paragraph (2), and other GMS as referred to in Article 78
paragraph (4) with a prior notice for such GMS.
(2) The GMS as referred to in paragraph (1) may be convened at the
request of:
a. 1 (one) or more shareholders jointly representing 1/10 (one-tenth) or
more of the total voting shares of the Company, except as the
articles of association stipulates a lesser number; or
b. The Board of Commissioners.
(3) The request as referred to in paragraph (2) shall be submitted to the
Board of Directors by Registered Mail together with the reasons
therefor.

(4) The copy of the letter submitted by the shareholders as referred to in
paragraph (3) shall be delivered to the Board of Commissioners.
(5) The Board of Directors shall convene the GMS within no later than 15
(fifteen) days after the request for the meeting is received.
(6) If the Board of Directors fails to convene the GMS as referred to in
paragraph (5),
a. the request for the GMS as referred to in paragraph (2) letter a shall
be re-submitted to the Board of Commissioners; or
b. the Board of Commissioners shall convene the GMS themselves as
set forth in paragraph (2) letter b.
(7) The Board of Commissioners shall convene the GMS as referred to in
paragraph (6) letter a, within no later than 15 (fifteen) days of the date
on which the request for the GMS is received.
(8) The GMS held by the Board of Directors based on the call for the GMS
as referred to in paragraph (5) shall discuss issues relating to the
reasons as referred to in paragraph (3), and other businesses as may
be deemed necessary by the Board of Directors.
(9) The GMS which is held by the Board of Commissioners based on the
call for GMS as referred to in paragraph (6) letter b, and paragraph (7)
shall only discuss the issues relating to the reasons as referred to in
paragraph (3).
(10) The GMS of a Publicly-Held Company shall be held in accordance with
this Law to the extent not otherwise stipulated by the prevailing laws
and regulations in the field of capital markets.

Article 80
(1) If the Board of Directors or the Board of Commissioners fail to call the
GMS within the period as referred to in Article 79 paragraph (5), and
paragraph (7), the shareholders requesting the GMS may submit a
request to the chief justice of the District Court having jurisdiction over
the Company to allow the shareholders to call the GMS on their own.
(2) The chief justice of the District Court, after summoning and hearing the
applicant, the Board of Directors and/or the Board of Commissioners,
shall issue a decree that permits the applicant to hold the GMS if the
applicant has summarily proven that all requirements have been
fulfilled and that the applicant has a reasonable ground for holding the
GMS.
(3) The decree of the chief justice of the District Court as referred to in
paragraph (2) shall also contain the provisions regarding:
a. the form of the GMS, the agenda of GMS in accordance with the
request of the shareholders, period for calling the GMS, quorum,
and/or the provision regarding the requirements for adoption of the
GMS resolutions, as well as appointment of the chairperson of the
meeting, whether in accordance with the provisions of this Law or
the articles of association or otherwise; and/or
b. an order which requires the Board of Directors and/or Board of
Commissioners to be present at the GMS.
(4) The chief justice of the District Court shall refuse the application if the
applicant fails to summarily prove that the requirements have been
fulfilled and such applicant has a reasonable ground for holding the
GMS.

(5) The GMS as referred to in paragraph (1) may only discuss the agenda
as stipulated by the chief justice of the District Court.
(6) The decree of the chief justice of the District Court regarding the grant
of permit as referred to in paragraph (3) shall be final.
(7) If the chief justice of the District Court in his/her decree refuses the
application as referred to in paragraph (4), the only remedy available to
the applicant is cassation (appeal to the Supreme Court).
(8) The provisions as described in paragraph (1) shall also apply to a
Publicly-Held Company with due observance of the requirement for
announcement to convene the GMS and any other requirements for
holding the GMS as governed by the prevailing laws and regulations in
the field of capital markets.
Article 81
(1) The Board of Directors shall notify all shareholders of the GMS prior to
the date of the GMS.
(2) In certain cases, the call for the GMS as referred to in paragraph (1)
may be made by the Board of Commissioners or the shareholders
based on the decree of the chief justice of the District Court.
Article 82
(1) The call for the GMS shall be made within no later than 14 (fourteen)
days prior to the date of such GMS, excluding the date of the notice
and that of the GMS.
(2) The notice of the GMS shall be made by Registered Mail and/or an
advertisement in a Newspaper.

(3) The notice of the GMS shall specify the date, time, place, and agenda as
well as a note that the materials to be discussed at the GMS are
available at the Company‟s office as from the date of the notice until
the date of the GMS.
(4) The Company shall, upon request, provide the shareholders with the
copies of the materials as referred to in paragraph (3) free of charge.
(5) If the notice is not in compliance with the provisions as referred to in
paragraph (1) and paragraph (2), and the provision in paragraph (3),
the GMS resolution shall remain valid if all holders of the voting shares
are present or represented in the GMS and the resolution is approved
by unanimous vote.
Article 83
(1) A Publicly-Held Company, before calling the GMS, must first make an
announcement that a GMS shall be convened, with due observance of
the prevailing laws and regulations in the field of capital markets.
(2) The announcement as referred to in paragraph (1) shall be made within
no later than 14 (fourteen) days prior to the date of the notice of the
GMS.
Article 84
(1) Each share issued shall bear one voting right, except as otherwise
stipulated by the articles of association.
(2) The voting right as referred to in paragraph (1) shall not be valid as
regards:
a. the shares of the Company owned by the Company itself;

b. the shares of the Company‟s parent company that are owned by its
subsidiary, either directly or indirectly; or
c. shares of the Company which are owned by another Company whose
shares are, either directly or indirectly, owned by the Company.
Article 85
(1) A shareholder, either in person or represented based on a power of
attorney, shall have the right to attend the GMS and to exercise its
voting rights in accordance with its shareholding.
(2) The provision as referred to in paragraph (1) shall not apply to holders
of shares with no voting rights.
(3) In the ballot, the vote cast by a shareholder shall apply to all the shares
it owns, and the shareholder shall not grant powers to more than one
proxy to cast a different vote as regards any part of its shares.
(4) In the ballot, no member of the Board of Directors, the Board of
Commissioners, and no employees of the relevant Company shall act
as a proxy for the shareholders as referred to in paragraph (1).
(5) If a shareholder attends the GMS in person, the power of attorney that
has been granted shall not be valid for the meeting.
(6) The chairperson of the meeting has the right to determine the eligibility
of those who will attend the GMS with due observance of the provisions
herein and the articles of association of the Company.
(7) For a Publicly-Held Company, in addition to the provisions as referred
to in paragraph (3) and paragraph (6), the provisions of the prevailing
laws and regulations in the field of capital markets shall also apply.

Article 86
(1) The GMS may be held if more than ½ (one-half) of the total voting
shares of the Company are present or represented, except as the Law
and/or the articles of association stipulates a larger quorum.
(2) In the event the quorum as referred to in paragraph (1) is not reached,
then a notice for the second GMS shall be made.
(3) The second notice of the GMS shall mention that the first GMS has
taken place but failed to reach the quorum.
(4) The second GMS as referred to in paragraph (2) shall be valid and
entitled to adopt binding resolutions if more than 1/3 (one-third) of the
total voting shares of the Company are present or represented, except
as the Law and/or articles of association stipulates a larger quorum.
(5) If the quorum of the second GMS as referred to in paragraph (4) is not
reached, the Company may request the chief justice of the District
Court having jurisdiction over the Company to stipulate a quorum for
the third GMS.
(6) The notice of the third GMS shall mention that the second GMS has
taken place but failed to reach the quorum and the third GMS will be
held based on the quorum as stipulated by the chief justice of the
District Court.
(7) The decree of the chief justice of the District Court regarding the
quorum for the GMS as referred to in paragraph (5) shall be final.
(8) The notices of the second and the third GMS shall be made within a
period of no later than 7 (seven) days prior to date of the second and
the third GMS.

(9) The second and the third GMS shall be held no sooner than 10 (ten)
days and no later than 21 (twenty-one) days after the preceding GMS is
held.
Article 87
(1) All resolutions of the GMS shall be adopted based on mutual
consensus.
(2) If such resolution adopted based on mutual consensus as referred to in
paragraph (1) is not reached, the resolution shall be valid if it is
approved by more than ½ (one-half) of the total number of votes cast,
except the Law and/or articles of association stipulates that the
resolution shall be valid if approved by a greater number of affirmative
votes.
Article 88
(1) The GMS for the amendment of the articles of association may be held
if at least 2/3 (two-thirds) of the total outstanding voting shares of the
Company are present or represented and the resolution adopted at the
meeting shall be valid if approved by more than 2/3 (two-thirds) of
total votes cast at the meeting except as the articles of association
stipulate a larger quorum and/or other provisions regarding the
adoption of resolutions in the GMS.
(2) In the event the quorum as referred to in paragraph (1) is not reached,
the second GMS may be held.
entitled to adopt its resolutions if at least 3/5 (three-fifths) of the total
outstanding voting shares of the Company are present or represented
and the resolutions shall be valid if approved by more than 2/3 (two-
thirds) of total votes cast at the meeting except as the articles of

association stipulate a larger quorum and/or other provisions
regarding the adoption of resolutions in the GMS.
(4) The provisions as referred to in Article 86 paragraph (5), paragraph (6),
paragraph (7), paragraph (8), and paragraph (9), shall apply mutatis
mutandis to the GMS as referred to in paragraph (1).
(5) The provisions as referred to in paragraph (1), paragraph (2), and
paragraph (3), regarding the quorum and the requirement for the
adoption of resolutions in GMS shall also applicable to Publicly-Held
Companies, as long as the capital market regulations do not stipulate
otherwise.
Article 89
(1) The GMS to approve Merger, Consolidation, Acquisition, or Demerger,
bankruptcy petition, extension of the Company‟s duration, and
dissolution of the Company may be held if at least 3/4 (three-fourths)
of the total outstanding voting shares of the Company are present or
represented and its resolutions shall be valid if approved by more than
3/4 (three-fourths) of total votes cast at the meeting except as the
articles of association stipulate a larger quorum and/or other
provisions regarding the adoption of resolutions in the GMS.
(2) If the quorum of attendance as referred to in paragraph (1) is not
reached, the second GMS may be held.
entitled to adopt resolutions if at least 2/3 (two-thirds) of the total
outstanding voting shares of the Company are present or represented
and its resolutions shall be valid if approved by more than 3/4 (three-
fourths) of total votes cast at the meeting except as the articles of
association stipulate a larger quorum and/or other provisions
regarding the adoption of resolutions in the GMS.

(4) The provisions as referred to in Article 86 paragraph (5), paragraph (6),
paragraph (7), paragraph (8), and paragraph (9), shall apply mutatis
mutandis to the GMS as referred to in paragraph (1).
paragraph (3), regarding the quorum and the requirement for the
adoption of resolutions in GMS shall also apply to Publicly-Held
Companies, as long as the capital market regulations do not stipulate
otherwise.
Article 90
(1) For each GMS, the minutes thereof shall be made and signed by the
chairperson of the meeting, and at least 1 (one) shareholder appointed
by and from among those present at the GMS.
(2) The signing as referred to in paragraph (1) shall not be required if the
minutes of the GMS are made by a notary.
Article 91
The shareholders may also adopt binding resolutions without holding the
GMS; provided that all holders of voting shares give their approval in
writing by signing the relevant proposal.
CHAPTER VII
BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS
Part One
Board of Directors
Article 92

(1) The Board of Directors shall be responsible for the management of the
Company in the best interests of the Company in accordance with the
aims and objectives of the Company.
(2) The Board of Directors shall have the authority to manage the
Company as referred to in paragraph (1) in the manner deemed
appropriate to the extent permitted by this Law and/or the articles of
association.
(3) The Board of Directors of the Company shall consist of 1 (one) or more
members of the Board of Directors.
(4) A Company engaged in raising and/or managing public funds, issuing
acknowledgements of indebtedness to the public or a Publicly-Held
Company shall have a minimum of 2 (two) members of the Board of
Directors.
(5) If the Board of Directors consists of 2 (two) or more members of the
Board of Directors, the distribution of duties and authority among the
members of the Board of Directors shall be determined by the GMS
resolution.
(6) If the GMS as referred to in paragraph (5) does not resolve on the
distribution of duties and authority of the members of the Board of
Directors, such distribution shall be stipulated by the resolution of the
Board of Directors.
Article 93
(1) Those who are eligible for appointment as the members of the Board of
Directors shall be any individual who has the legal capacity to perform
legal acts, except those who within a period of 5 (five) years prior to
his/her appointment:
a. was declared bankrupt;

b. became a member of the Board of Directors or a member of the
Board of Commissioners who was found to have been responsible
for the bankruptcy of a Company; or
c. was convicted of a criminal offense which caused financial loss to
the state and/or which was related to the financial sector.
(2) The requirements as referred to in paragraph (1) shall not preclude the
relevant regulatory institutions to stipulate additional requirements
based on the prevailing laws and regulations.
(3) Fulfillment of the requirements as referred to in paragraph (1) and
paragraph (2) shall be evidenced by relevant instruments kept by the
Company.
Article 94
(1) Members of the Board of Directors are appointed by the GMS.
(2) The initial Board of Directors is comprised of members appointed by the
founders as evident in the deed of establishment as referred to in
Article 8 paragraph (2) letter b.
(3) Members of the Board of Directors shall be appointed for a definite term
and may be re-appointed.
(4) The articles of association shall specify the procedure for appointing,
replacing, and dismissing members of the Board of Directors, and may
also specify the procedure for nominating members of the Board of
Directors.
(5) The GMS resolution on the appointment, replacement, and dismissal of
members of the Board of Directors shall also specify the effective date
of such appointment, replacement, and dismissal.

(6) If the GMS fails to specify the effective date of appointment,
replacement, and dismissal of the members of the Board of Directors,
then such appointment, replacement, and dismissal of the members
of the Board of Directors shall be effective as of the close of the GMS.
(7) If an appointment, replacement, and dismissal of the members of the
Board of Directors takes place, the Board of Directors shall notify the
change in the membership of the Board of Directors to the Minister to
be recorded in the Companies Register, within a period of no later than
30 (thirty) days of the date of the relevant resolution of the GMS.
(8) As long as the notification as referred to in paragraph (7) has not been
made, the Minister shall refuse the submission to the Minister of any
application or notification that has not been recorded in the Companies
Register.
(9) The notification as referred to in paragraph (8) shall not include the
notification submitted by a new Board of Directors of its own
appointment.
Article 95
(1) The appointment of members of the Board of Directors which are not
eligible in accordance with the requirements as stipulated in Article 93
shall be void by law as from the time the other members of the Board
of Directors or Board of Commissioners become aware of such
ineligibility of the relevant members.
(2) Within a period of no later than 7 (seven) days of such knowledge, the
other members of the Board of Directors or the Board of
Commissioners shall announce the annulment of the appointment of
the relevant members of the Board of Directors in a Newspaper and
shall notify the Minister in order to record it in the Companies Register.

(3) Any legal act that has been performed for and on behalf of the
Company by the members of the Board of Directors as referred to in
paragraph (1) prior to the annulment of their appointment shall remain
binding and become the liability of the Company.
(4) Any legal act that has been performed for and on behalf of the
Company conducted by the members of the Board of Directors as
referred to in paragraph (1) after the annulment of their appointment
shall be invalid and the relevant members of the Board of Directors
shall be personally liable therefor.
(5) The provisions as referred to in paragraph (3) shall not impair the
liability of the relevant members of the Board of Directors for the
Company‟s loss as referred to in Article 97 and Article 104.
Article 96
(1) The provisions regarding the amount of salaries and allowances of the
members of the Board of Directors shall be determined by the
resolution of the GMS.
(2) The authority of the GMS as referred to in paragraph (1) may be
conferred on the Board of Commissioners.
(3) If the GMS‟ authority is conferred on the Board of Commissioners as
referred to in paragraph (2), the amount of salaries and allowances as
referred to in paragraph (1) shall be determined by the resolution of the
Board of Commissioners.
Article 97
(1) The Board of Directors shall be responsible for the management of the
Company as referred to in Article 92 paragraph (1).

(2) The management as referred to in paragraph (1) shall be done by each
member of the Board of Directors in good faith and full responsibility.
(3) Each member of the Board of Directors shall be fully and personally
liable for the loss sustained by the Company to the extent that it
results from his/her fault or negligence in performing his/her duties,
in accordance with the provisions as referred to in paragraph (2).
(4) If the Board of Directors consists of 2 (two) members or more, the
liability as referred to in paragraph (3) shall be jointly and severally
assumed by each member of the Board of Directors.
(5) No member of the Board of Directors shall be held liable for the loss as
referred to in paragraph (3) if it can be proven that:
a. such loss is not due to his/her fault or negligence;
b. he/she has performed the management of the Company in good
faith and with due care and diligence in the interests of the
Company in accordance with the Company‟s aims and objectives;
c. there is no conflict of interests, either directly or indirectly over the
management that result in a loss; and
d. it has taken the necessary measures to prevent the loss or the
continuation of the loss.
(6) On behalf of the Company, the shareholders representing at least 1/10
(one-tenth) of the total number of voting shares of the Company may
file a claim with a District Court against any member of the Board of
Directors that has caused a loss to the Company due to his/her fault
or negligence.
(7) The provisions as referred to in paragraph (5) shall not impair the rights
of the other members of the Board of Directors and/or members of the
Board of Commissioners to file a claim on behalf of the Company.

Article 98
(1) The Board of Directors shall represent the Company, both in and out of
court .
(2) In the event the Board of Directors consists of more than 1 (one)
person, each member of the Board of Directors is authorized to
represent the Company unless stipulated otherwise in the articles of
association.
(3) The authority of any member Board of Directors to represent the
Company as referred to in paragraph (1) shall be unlimited and
unconditional, except otherwise stipulated in this Law, articles of
association, or resolution of the GMS.
(4) The resolution of the GMS as referred to in paragraph (3) shall not
contravene the provisions of this Law and/or the articles of association
of the Company.
Article 99
(1) The members of the Board of Directors shall not have the authority to
represent the Company if:
a. there is an ongoing case pending in court between the Company and
the relevant member of the Board of Directors; or
b. the relevant member of the Board of Directors has a conflict of
interest with the Company.
(2) Under the circumstances as referred to in paragraph (1), the Company
shall be represented by:
a. any other member of the Board of Directors who does not have any
conflict of interest with the Company;
b. the Board of Commissioners in the event that all members of the
Board of Directors have a conflict of interest with the Company; or

c. any other party appointed by the GMS, in the event that all members
of the Board of Directors or Board of Commissioners have a conflict
of interest with the Company.
Article 100
(1) The Board of Directors shall be responsible for the followings:
a. maintain a register of shareholders, special register, minutes of the
GMS and minutes of the Board of Directors‟ meeting;
b. prepare an annual report as referred to in Article 66 and the
Company‟s financial instruments as stipulated by the Law on
Company‟s Documentation; and
c. maintain all registers, minutes, and financial instruments of the
Company as referred to in letter a, and letter b, and other
documents of the Company.
(2) All registers, minutes, financial instruments of the Company, other
documents of the Company as referred to in paragraph (1) shall be
kept at the domicile of the Company.
(3) Upon a written request of the shareholder, the Board of Directors shall
permit the shareholder to examine the register of shareholders, the
special register, the minutes of the GMS as referred to in paragraph (1)
and the annual report, as well as to obtain a copy of the minutes of the
GMS and a copy of the annual report.
(4) The provision as referred to in paragraph (3) shall not preclude the
capital market laws and regulations from stipulating otherwise.

Article 101
(1) Any member of the Board of Directors shall be obliged to report to the
Company on the shares owned by the relevant director and/or his/her
family members in the Company or in another Company in order to be
recorded in the special register.
(2) Any member of the Board of Directors who fails to fulfill its obligation
as referred to in paragraph (1) and causes loss to the Company, shall
be personally liable for such loss.
Article 102
(1) The Board of Directors shall require the GMS approval to:
a. transfer the Company‟s assets; or
b. offer the Company‟s assets as security;
with a value of more than 50% (fifty percent) of the total net assets of
the Company in 1 (one) transaction or more, whether related to each
other or not.
(2) The transaction as referred to in paragraph (1) letter a shall be the
transfer of the Company‟s net assets which occurs within a period of 1
(one) financial year or a longer period as stated in the articles of
association of the Company.
(3) The provision as referred to in paragraph (1) shall not apply to the act
of transferring or offering as collateral the Company‟s assets, which is
performed by the Board of Directors as the implementation of the
Company‟s business activities in accordance with the articles of
association.
(4) The legal act as referred to in paragraph (1) shall remain binding on
the Company even though without the approval of the GMS, as long as
the other party to such legal act has a good faith.

(5) The provisions on the quorum and/or the adoption of resolutions of
GMS as referred to in Article 89 shall apply mutatis mutandis to the
GMS resolution that approves the act of the Board of Directors as
referred to in paragraph (1).
Article 103
The Board of Directors may grant power of attorney in writing to 1 (one) or
more of the Company‟s employees or to any other person for and on behalf
of the Company to perform a certain legal act as described in the Power of
Attorney.
Article 104
(1) The Board of Directors shall not be authorized to file a petition for
bankruptcy over the Company with the Commercial Court without a
prior approval of the GMS, without prejudice to the provisions as
stipulated in the Law on Bankruptcy and Suspension of Debt Payment
Obligation.
(2) In the event the bankruptcy as referred to in paragraph (1) occurs due
to the fault or negligence of the Board of Directors, and the bankrupt
estate is not sufficient to pay all of the Company‟s obligations in
connection with such bankruptcy, each member of the Board of
Directors shall be jointly and severally liable for all obligations that
remain unpaid from the bankruptcy estate.
(3) The liability as referred to in paragraph (2) shall also apply to members
of the Board of Directors who are at fault and negligent and who once
held office as members of the Board of Directors within a period of 5
(five) years prior to the bankruptcy declaration.

(4) A member of the Board of Directors shall not be liable for the
bankruptcy of the Company as referred to in paragraph (2) if it can be
proven that:
a. such bankruptcy is not due to his/her fault or negligence;
b. he/she has conducted the management of the Company in good
faith, with due care and responsibility in accordance with the
Company‟s aims and objectives;
c. there is no conflict of interest, either directly or indirectly with all
actions relating to the management of the Company; and
d. it has taken all necessary precautions to avoid the bankruptcy.
paragraph (4) shall also apply to members of the Board of Directors of
the Company declared bankrupt due to the bankruptcy petition filed
against it.
Article 105
(1) A member of the Board of Directors may be dismissed at any time by a
resolution of the GMS by specifying the reason therefor.
(2) The resolution to dismiss the member of the Board of Directors as
referred to in paragraph (1) shall be adopted after the relevant member
has been given an opportunity to defend himself/herself in the GMS.
(3) If the resolution to dismiss the member of the Board of Directors as
referred to in paragraph (2) is adopted without holding the GMS as
referred to in Article 91, the relevant member of the Board of Directors
shall be first notified of the plan for his/her dismissal and shall be
given opportunity to defend himself/herself prior to the adoption of
such resolution on the dismissal.

(4) The opportunity to defend as referred to in paragraph (2) shall not be
necessary if the relevant member of the Board of Directors shows no
objection to such dismissal.
(5) The dismissal of the member of the Board of Directors shall be effective
as of:
a. the close of the GMS as referred to in paragraph (1);
b. the resolution date as referred to in paragraph (3);
c. any other date determined by the resolution of the GMS as referred
to in paragraph (1); or
d. any other date determined by the resolution as referred to in
paragraph (3).
Article 106
(1) A member of the Board of Directors may be suspended by the Board of
Commissioners by specifying the reason therefor.
(2) The suspension as referred to in paragraph (1), shall be notified in
writing to the relevant member of the Board of Directors.
(3) The member of the Board of Directors so suspended as referred to in
paragraph (1) shall not be authorized to perform his/her duties as
referred to in Article 92 paragraph (1), Article 98 paragraph (1).
(4) Within a period of no later than 30 (thirty) days of the date of the
suspension, a GMS shall be held.
(5) In the GMS as referred to in paragraph (4), the relevant member of the
Board of Directors shall be given an opportunity to defend
himself/herself.

Uu tahun 2007 no. 40 tentang perseroan terbatas_eng. ver.

Uu tahun 2007 no. 40 tentang perseroan terbatas_eng. ver.

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