”Director must conduct and maintain the Shareholders Register Book, including recording the day and date of shares transfer, change ownership, and pledge of shares or fiduciary security that the provisions of the law have been registered.”
Company establishment is required to have a minimum 2 (of two) shareholders that oblige to subscribe to shares reflected in the Articles of the Association and ratified by the Ministry of Law and Human Rights through the issuance of the Ministerial Decree regarding the Company’s legal entity. Following the business dynamics, the shareholders’ composition may change from time to time.
Article 50 Law No. 40/2007 mentioned that the company director is obliged to conduct and maintain Shareholder’s Register Book to provide the shares ownership information and its change.
A. Function and Usability of Shareholders Register Book
Function and Usability of Shareholders Register Book are to give information about Shareholders list in that Limited Liability Company and any changes in Shareholders and share composition. The Shareholders Register Book shall be made available in the domicile of the Company and can be seen by Shareholders by the written request.
As stipulated in Article 52 (1), the shares provide rights to their owners to:
a. Attend and have a vote in the General Meeting of Shareholders;
b. Receive dividend payments and the remaining assets resulting from the liquidation;
c. Running other rights based on Law No. 40/2007
All the rights above shall take effect after the shares are recorded in the Shareholders Register Book in the owner’s name.
B. Must Have Information in the Shareholder Register Book
As stipulated in Article 50 (1) and (3) Law No. 40/2007, Director of Limited Liability Company hold and store Shareholders Register Book, that give information at least about:
a. Name and address of Shareholders;
b. Total, number, date of acquisition of Shares owned by Shareholders and their classification in the event that more than one classification of Shares is issued;
c. The amount paid for each Share;
d. The name and address of the individual or legal entity that has a pawn on the Shares or as the recipient of the Share fiduciary guarantee and the date of acquisition of the pawn or the date of registration of the fiduciary guarantee;
e. Information on payment of Shares in other forms that the valuation of paid-in Share capital is determined based on the fair value determined according to the market price or by an expert who is not affiliated with the Company.
Shareholders Register Book also records any changes of the information that mentioned above.
C. Things to Record in Shareholder Register Book
Based on provision of Law No. 40/2007, things to record in Shareholder Register Book as mentioned below:
a. Transfer of Shares rights, date, and day of transfer of rights;
b. Change of Shares ownership; and
c. Pledged of Shares or fiduciary security that has been registered in accordance with the provisions of law. Regarding this matter, Article 60 Law No. 40/2007 mentioned that Shares can be pledged or fiduciary security unless otherwise stipulated in the Article of Association. Voting rights on Shares that are pledged or fiduciary security remain with the Shareholders.
Author: Vania Aqilla Cahyaningrum
Gaffar & Co., Indonesian Boutique Law Firm which specializing and focus on commercial law areas includes capital market and financial services.
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