ENGLISH EDITION  

WHEN IS THE EFFECTIVE DATE OF A CHANGE OF SHAREHOLDERS COMPOSITION IN A COMPANY?

Change of shareholding composition would constitute an amendment towards the company’s articles of association. Certain amendments would require an approval from the Minister of Law & Human Rights (“MOLHR”) i.e., amendment to the name/domicile of the company or amendment to the authorized capital, however the change of shareholding composition only needs to be notified to the MOLHR.

Notification to the MOLHR must be made at the latest 30 days as of the date of the notarial deed containing the amendments of the articles of association. The amendment shall be effective as of the issuance date stated in the receipt of notification issued by the MOLHR. Please note that the MOLHR may reject the notification that is submitted after the lapse of 30 days period as referred above.

Furthermore, the Company Law (Law Number 40 of 2007 concerning Limited Liability Company) stipulates that shareholders’ rights shall only be effective upon the shares are recorded in the register of shareholders (daftar pemegang saham) under the name of the respective shareholders. Therefore, it is important to always update the register of shareholders after obtaining a receipt of notification from the MOLHR.

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Prepared by co-writer Dara Legitayu, Universitas Airlangga – Paralegal

Reference:

Law Number 40 of 2007 concerning Limited Liability Company