General Meeting of Shareholders
(Rapat Umum Pemegang Saham / RUPS)

Written by Samuel S. K. A. on 05/03/2025
The author’s views are entirely their own and may not always reflect the views of Putranto Alliance.

RUPS General Meeting of Shareholders Rapat Umum Pemegang Saham

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Introduction

The General Meeting of Shareholders (Rapat Umum Pemegang Saham / RUPS) is a key event ensuring transparency, accountability, and strategic decision-making. It provides shareholders a platform to engage with company leadership, review performance, and influence future business directions.

Our specialized service simplifies the RUPS process, ensuring regulatory compliance while fostering productive shareholder dialogue. Partnering with us helps organizations strengthen governance practices and stakeholder relationships

Definition

A General Meeting of Shareholders (Rapat Umum Pemegang Saham / RUPS) is a formal meeting of a company’s shareholders, typically held annually. This meeting is a legal requirement to ensure shareholders have a voice in corporate governance and strategic planning.

It serves as a platform for shareholders to discuss and vote on key matters, such as:

  1. Annual company report and financial statements.
  2. Annual work plan review.
  3. Allocation of dividend and/or net profit.
  4. Corporate actions.

The Importance

Based on Law Number 40 Year 2007 concerning Limited Liability Company, there are 2 (two) types of the meeting:

  1. Annual GMS (RUPS Tahunan):
    Must be held at least once a year within six months after the fiscal year ends.

    For example, if the fiscal year ends in December 2024, the company must conduct RUPS by the end of June 2025 to comply with corporate governance standards.

    Annual RUPS discuss the company’s annual report, including:

    1. Audited financial statements for the previous fiscal year.

    2. Company activity report for the previous fiscal year, such as:

      1. Corporate social responsibility (CSR) and environmental reports.

      2. Issues affecting business operations.

      3. Board of Commissioners’ supervisory report.

    3. Appointment of public accountant and public accountant office (Kantor Akuntan Publik / KAP) for the current year.

  2. Extraordinary GMS (RUPS Luar Biasa):

    Can be held anytime based on company needs for urgent or strategic matters, for example:

    1. Rights Issue.

    2. Share repurchase (stock buyback).

    3. Approval to transfer and/or pledge company assets.

    4. Amendments to the Articles of Association.

    5. Appointment of directors and commissioners.

    6. Approval of mergers, acquisitions, or corporate restructuring.

    7. Company dissolution.

    8. Filing for bankruptcy.

    9. Extension of the Company’s Establishment Period.

The Best Time to Engage with Professional Service

  1. Post-Fiscal Year-End:
    Immediately after the end of the fiscal year is an ideal time to start preparations, allowing ample time for financial reporting and documentation.
  2. When Planning Strategic Decisions:
    Engaging with professional services early can facilitate thorough discussions and planning by anticipating significant strategic decisions.

Benefits of Using Professional Service

  1. Expert Guidance:
    Professionals provide expert advice on regulations, ensuring that all legal requirements are met and that the meeting follows corporate governance standards.
  2. Streamlined Planning:
    The service simplifies the planning process and ensures all necessary documentation is in order.
  3. Legal Documentation Support:
    Professional services prepare Minutes of Meeting (MoM or risalah rapat), file necessary reports, and follow up on action items to ensure proper recordings of all outcomes.

Key Points

There are important points to consider in preparing the meeting, such as:

  1. Notice/Announcement:
    The notice to hold an RUPS is sent to all shareholders at least 14 days before the RUPS date and can be delivered via registered mail or newspaper advertisement. The information must include the date, location, time, agenda, and a statement that meeting materials are available at the company’s office.
  2. Quorum Achievement:
    The quorum depends on the agenda topics, such as an ordinary agenda, amendments to the Articles of Association (Anggaran Dasar / AD), or other corporate actions.
  3. Conducting the Meeting:
    The company ensures orderly discussions, allowing shareholders to express opinions and vote on key matters.
  4. Legal Documentation:
    Minutes of Meeting (MoM) of the RUPS is mandatory to validate the meeting and ensure all resolutions are enforceable and properly recorded.

How We Can Help

Our company specializes in providing comprehensive services for organizing the meeting, tailored to meet the unique needs of each organization, such as:

  1. Customized RUPS Solutions:
    We offer tailored solutions that align with the legal requirements and goals to ensure a successful Annual or Extraordinary RUPS.

  2. Tailored Circulation Resolution for Corporate Actions:
    We offer alternative decision-making without a formal RUPS if all shareholders agree in writing via Circulation Resolution.

  3. Legal Documentation:
    The legal experts ensure necessary documents such as MoM and related legal documents.

FAQs

All shareholders of the company are eligible to attend RUPS, and they may also appoint representatives to represent them if they cannot attend in person.

Failing to conduct RUPS within the required timeframe can lead to legal consequences, including penalties and potential challenges to the company’s governance practices.

Yes, RUPS can be conducted virtually, such as:

  1. Video conferencing.
  2. Teleconferencing.
  3. Other electronic media.

Shareholders may also approve decisions outside RUPS through a Circulation Resolution, provided all shareholders with voting rights agree in writing.

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