The RUPS (Rapat Umum Pemegang Saham, general meeting of shareholders) is the organ of a PT (limited liability company) that holds the powers not given to the board of directors or the board of commissioners. The annual RUPS must be held no later than six months after the financial year ends, while other RUPS can be held at any time when needed. Not every RUPS needs a notary, but resolutions that amend the articles of association or the company data, and since Permenkum 49/2025 also the approval of the annual report, must be set out in a notarial deed.
Types of RUPS and when they are held
The annual RUPS (Article 78(2) UU PT, the Company Law) is held no later than six months after the financial year ends. Its agenda includes:
- approval of the annual report and ratification of the financial statements, including the board of commissioners' supervisory report (Article 69);
- use of net profit, allocation to reserves, and distribution of dividends (Article 71);
- other matters stated in the notice.
The annual report contains at least the financial statements, a report on activities, a report on social and environmental responsibility, issues affecting the business, the commissioners' supervisory report, the names of the members of the board of directors and board of commissioners, and their salaries and allowances (Article 66). A PT with assets or business turnover of at least Rp50 billion, and certain other PTs, must have their financial statements audited (Article 68).
Other RUPS (often called an extraordinary RUPS) are held as needed, for example to amend the articles of association, appoint or replace directors and commissioners, increase capital, or approve a transfer or encumbrance of the PT's assets exceeding 50 per cent of its net assets (Article 102).
The RUPS is convened by the board of directors. Shareholders representing at least one tenth of the voting shares, or the board of commissioners, may request one; the directors must then call the RUPS within 15 days (Article 79).
Notice, venue and how decisions are made
- Notice is given no later than 14 days before the RUPS, excluding the date of the notice and the date of the meeting, by registered letter and/or newspaper advertisement, and states the date, time, venue and agenda (Article 82). If this procedure is not followed, the resolution is still valid if all voting shareholders attend or are represented and approve it unanimously.
- Venue: at the PT's domicile or the place of its main business activities, within Indonesia. If all shareholders attend and agree, the RUPS can be held anywhere in Indonesia, with a unanimous resolution (Article 76).
- Electronic RUPS: by teleconference or video conference, provided that participants can see and hear each other; the minutes are approved and signed by all participants (Article 77).
- Circular resolution: shareholders may make a decision outside a meeting if all voting shareholders approve in writing by signing the proposal (Article 91).
- Proxies: a shareholder may be represented under a power of attorney, but the PT's directors, commissioners and employees may not act as proxies in voting (Article 85).
RUPS quorum and resolutions
| Agenda | First RUPS quorum | Valid resolution | Second RUPS |
|---|---|---|---|
| General matters (Articles 86–87) | More than 1/2 of shares | More than 1/2 of votes, if deliberation does not reach consensus | Quorum 1/3 |
| Increase in issued capital within the authorised capital (Article 42) | More than 1/2 | More than 1/2 | Not specifically regulated |
| Amendment of the articles of association (Article 88) | 2/3 | 2/3 | Quorum 3/5, resolution 2/3 |
| Merger, consolidation, acquisition, demerger, petition for bankruptcy, extension of the term, dissolution, and transfer or encumbrance of more than 50 per cent of net assets (Articles 89 and 102) | 3/4 | 3/4 | Quorum 2/3, resolution 3/4 |
The articles of association may set higher figures. If the second RUPS is also not quorate, the PT may ask the chief judge of the district court to set the quorum for a third RUPS (Article 86).
When a RUPS resolution needs a notarial deed
Minutes must be made of every RUPS and signed by the chair of the meeting and at least one appointed shareholder; these signatures are not needed if the minutes are made as a notarial deed (Article 90). So a RUPS does not always require a notary. A notarial deed is required for three groups of resolutions:
- Amendment of the articles of association. The amendment is set out in a notarial deed in Indonesian. If the resolution is not recorded in a deed of minutes of meeting by a notary, it must be stated in a notarial deed no later than 30 days after the RUPS; after that, it can no longer be stated (Article 21(4)–(6)). The application for approval or the notification to the Minister is submitted within 30 days of the date of the deed; details are in amending a PT's articles of association.
- Changes of company data, namely the composition of shareholders, the composition of the board of directors and board of commissioners, a merger or demerger without an amendment of the articles, and dissolution. The resolution is recorded or stated in a notarial deed (Article 9 Permenkum 49/2025, Regulation of the Minister of Law), then notified to the Minister within 30 days (Articles 56, 94 and 111 UU PT).
- Approval of the annual report. Since Permenkum 49/2025, the RUPS approval of the annual report is set out in a notarial deed and submitted by the directors to the Minister through a notary no later than 30 days after the deed is signed (Article 16). Late submission can lead to a written warning, and then to the PT's access to the AHU system (the Ministry of Law's legal entity administration system) being blocked (Articles 17 and 18).
For other resolutions, for example approval to pledge assets as security, the law does not require a notarial deed, although the counterparty to the transaction may ask for one.
Deed of minutes or deed of statement of resolutions
| Deed of minutes of the RUPS (akta berita acara) | Deed of statement of meeting resolutions (akta pernyataan keputusan rapat) | |
|---|---|---|
| How | The notary attends and records the proceedings of the meeting | The meeting or circular resolution is recorded in minutes, then the person authorised by the meeting states the resolutions before a notary |
| Suitable for | Meetings with many shareholders or an agenda that may be contested | Simple meetings, circular resolutions, or electronic meetings |
| Deadline | The deed is made at the meeting | No later than 30 days after the resolution, for an amendment of the articles |
Documents to prepare
- the deed of establishment and all amendments to the articles of association, with the Minister's decision letters or notification receipts
- the latest register of shareholders
- proof of the notice of the RUPS, or proof that all shareholders attended
- the attendance list and the powers of attorney of represented shareholders
- the signed minutes of the RUPS or circular resolution
- the identity of the person authorised to appear before the notary
- for the annual RUPS: the annual report and financial statements, audited if required
- for changes: the identity of new directors or commissioners, the deed of transfer of shares, proof of capital payment, and beneficial owner documents
Legal basis
- Law No. 40 of 2007 on Limited Liability Companies as last amended by Law No. 6 of 2023, in particular Articles 21, 42, 56, 66 to 71, 76 to 91, 94, 102 and 111
- Regulation of the Minister of Law No. 49 of 2025 on the Requirements and Procedures for the Establishment, Amendment and Dissolution of Limited Liability Company Legal Entities
Frequently asked questions
Can a RUPS be held online?
Yes. Article 77 UU PT allows a RUPS by teleconference, video conference or other electronic media, provided that all participants can see and hear each other. The quorum is counted from those taking part, and the minutes are signed by all participants.
Is a circular resolution as binding as a RUPS?
Yes, a resolution outside a RUPS is binding if approved in writing by all voting shareholders (Article 91). If even one shareholder does not sign, a RUPS must be held.
What happens if a change of directors is not notified within 30 days?
The Minister rejects any subsequent application or notification submitted by directors who are not yet recorded in the company register (Article 94(8)).
What about a sole-proprietor PT?
A PT perorangan (sole-proprietor PT) does not hold a RUPS in the usual sense; the decisions of its sole shareholder have the same force as a RUPS. See PT perorangan or ordinary PT.
Every PT's needs are different. If you would like to discuss preparing your company's RUPS, you can make an appointment with our office.