Extraordinary General Meeting in Indonesia: Decisions and Votes
When a PT holds an extraordinary general meeting, the attendance and votes each decision needs, and which changes the Ministry of Law must approve.
References (2)
- UU No. 40 Tahun 2007 (the Company Law), in force 16 August 2007. Article 78(1) and (4) and its elucidation: the annual meeting and other meetings, known in practice as RUPS luar biasa, held at any time as the company needs. Article 79(1)–(2) and the elucidation to 79(3): who calls it. Articles 86(1) and (4) and the elucidation to 86(1), 87, 88(1) and (3), 89(1) and (3): attendance and votes. Articles 19, 21 and 23: amending the articles, approval or notification, the notarial deed and when a change takes effect. Articles 42 and 44–46: capital increases and reductions. Articles 94, 105, 111 and 119: directors and commissioners. Articles 102, 127 and 142: net assets, mergers and dissolution. None of these articles was amended by UU No. 6 Tahun 2023 (Article 109 of the law it enacts). Article 21(7)–(9): the 30 days for filing an amendment run from the deed. Article 57(1): the articles may require shares to be offered first, or an organ’s approval, before a transfer.
- Permenkum No. 49 Tahun 2025 on establishing, amending and dissolving a PT, in force 17 December 2025. Article 8(3)–(5): changes the Minister approves, changes notified, and changes of company data. Article 9(1)–(4): decisions at a meeting or outside one, the notarial deed in Indonesian, and the 30 days
An extraordinary general meeting (EGM) is any meeting of a PT’s shareholders other than the annual one, a PT being a Perseroan Terbatas, Indonesia’s limited liability company. The Company Law calls it simply “another GMS” (general meeting of shareholders, RUPS lainnya), and its own elucidation notes that in practice it is known as the RUPS luar biasa, or RUPSLB. It can be held at any time the company needs a shareholder decision (Article 78(1) and (4)).
What the meeting needs depends on the decision being taken, not on the kind of meeting: the same attendance and voting rules apply to an annual and an extraordinary one. Changing a director needs more than half of the votes cast, amending the articles of association generally at least two thirds, and a merger or a dissolution at least three quarters.
The rules are in the Company Law, Law (Undang-Undang, UU) No. 40 of 2007, and in Ministry of Law Regulation (Peraturan Menteri Hukum, Permenkum) No. 49 of 2025, which covers company changes. Article numbers below refer to the Company Law unless Permenkum is named.
When a company holds an extraordinary general meeting (RUPSLB)
The annual meeting has a deadline, six months after the financial year ends (Article 78(2)). An extraordinary one has none. The Law’s own examples of a reason to ask for a meeting are directors who have not held the annual meeting in time, and a director’s or commissioner’s term that is about to end (elucidation to Article 79(3)).
The directors call it (Article 79(1)), and shareholders with at least a tenth of the voting shares, or the commissioners, can require them to (Article 79(2)). One notice rule applies specifically to amendments: where the articles of association are to be amended, the notice must state the agenda item on the amendment clearly (Article 19(2)).
How a meeting is called and run, from the notice period to the second and third calls, video meetings, proxies and written decisions, is in our guide to the annual general meeting.
Attendance and votes, decision by decision
The Law sets three levels. It counts attendance in voting shares present or represented, and the votes needed in votes cast, not in all the shares.
| Attendance | Votes cast | |
|---|---|---|
| Ordinary | More than half of the voting shares, or one third at a second meeting | Consensus first, then more than half of the votes cast |
| Amendments | At least two thirds, or three fifths at a second meeting | At least two thirds, at either meeting |
| Major actions | Three quarters or more (two thirds when a second meeting is called) | At least three quarters, at either meeting |
Which decisions fall under each level:
- Ordinary: appointing or dismissing directors; issuing shares within the authorised capital.
- Amendments: amending the articles (other than extending the company’s term); raising the authorised capital or reducing the capital.
- Major actions: merger, acquisition, dissolution, extending the company’s term; transferring or pledging more than half the net assets.
The figures are in Articles 42, 44, 86 to 89 and 102 of the Company Law. The articles of association may set higher figures (Articles 86(1), 87(2), 88(1) and 89(1)), and may never set a lower quorum (elucidation to Article 86(1)). We prepare the resolutions for the decision you want to take.
Directors and commissioners
The meeting appoints the directors and the commissioners (Articles 94(1) and 111(1)). Unless the articles set a higher level (Article 87(2)), the ordinary level in the table applies; the articles set the procedure for appointing, replacing and dismissing directors (Article 94(4)). A re-appointment at the end of a term is a change of company data too (Permenkum 49/2025, Article 8(5)(b)), so the company decides and files it the same way.
Capital
Issuing new shares within the authorised capital (modal dasar) needs the ordinary level, and the Minister is notified (Article 42(2) and (3)). Raising the authorised capital itself is an amendment to the articles, at two thirds (Article 42(1)).
Reducing the capital also needs the two-thirds level (Article 44(1)). The directors announce it in a newspaper, creditors have 60 days from the announcement to object, and the Minister approves the reduction once no objection is outstanding (Articles 44 to 46).
Mergers, dissolution and the company’s assets
A merger, consolidation, acquisition or separation is decided at the three-quarters level (Article 127(1)). The directors announce a summary of the plan at least 30 days before they call the meeting (Article 127(2)). What an acquisition involves is in our guide to shareholders and share transfers.
Dissolution by the shareholders is at the same level (Articles 89(1) and 142(1)(a)). What follows it, from the liquidator to the tax number, is in our guide to company dissolution.
The directors need the meeting’s approval before transferring or pledging more than half the company’s net assets, other than in carrying out the company’s business activities under its articles of association (Article 102(1) and (3)).
Approval or notification
When an extraordinary general meeting amends the articles of association, the amendment goes to the Minister of Law. Certain amendments need the Minister’s approval; the rest are notified.
| Approval | Notification | |
|---|---|---|
| Which changes | The company’s name or domicile; its purpose and business activities; its term; the authorised capital; a reduction of the issued and paid-up capital; a change between closed and listed status (Article 21(2); Permenkum 49/2025, Article 8(3)) | Every other amendment to the articles (Article 21(3); Permenkum 49/2025, Article 8(4)) |
| In force from | The date of the Minister’s decree (Article 23(1)) | The date of the Minister’s notification receipt (Article 23(2)) |
Changes to the shareholders or the board are filed with the Ministry too. For directors or commissioners, the directors notify the Minister within 30 days of the decision (Articles 94(7) and 111(7)).
The notarial deed
Changes to the articles of association, and changes to the shareholders, directors or commissioners, need a notarial deed in Indonesian. If the notary did not minute the meeting, the deed must follow within 30 days of the decision, and after that it can no longer be made (Article 21(4)–(6); Permenkum 49/2025, Article 9(2)–(4)). For an amendment to the articles, the filing then has 30 days of its own, which run from the deed (Article 21(7)–(9)); how it works is set out in when the 30 days start.
We prepare the resolutions for an extraordinary general meeting and arrange the notary process, as part of our corporate secretary work.
Questions people ask
Can the shareholders decide without holding an extraordinary general meeting?
Does a sale of shares need the shareholders’ approval?
Can a director be dismissed at an extraordinary general meeting?
What this means for you
Start from the decision. It sets the attendance and votes needed, whether the Ministry approves or records the change, and which filing follows.