What is a RUPS and does your PT PMA need one?

The RUPS — *Rapat Umum Pemegang Saham* — is the general meeting of shareholders, and it is a company law requirement rather than a tax one. That is why it gets missed.

What the law requires

Under Indonesian company law, a limited liability company must hold an annual general meeting within a defined period after the financial year ends.

At that meeting the shareholders approve the annual report and financial statements, deal with the use of profits, and address any other matters requiring shareholder approval.

The meeting is minuted in a notarial deed or otherwise properly recorded, and the resolutions form part of the company's corporate record.

Why single-shareholder companies forget

If you own all the shares, the idea of holding a meeting with yourself feels absurd, and people skip it.

The requirement is not about the ceremony. It is about creating a documented corporate record showing that the company's accounts were approved, decisions were authorised, and the entity was properly administered.

A company with a decade of filings and no resolutions has been operating without its own paper trail.

An extraordinary RUPS

Beyond the annual meeting, shareholder resolutions are required for the decisions that change the company:

Amending the articles.

Changing the capital, issuing or transferring shares.

Appointing or removing directors and commissioners.

Approving a merger, acquisition or dissolution.

Authorising a dividend distribution.

Selling or encumbering substantial assets, which for a property-holding company includes the property.

Each of these requires a properly convened and minuted meeting, and several require a notarial deed and ministry notification.

Where it bites

Selling the company. A buyer's lawyer reviews the corporate record. Missing resolutions, unauthorised appointments and unapproved accounts are findings, and findings become discounts or dead transactions.

If your exit strategy is selling the PT PMA with the property inside it — which is frequently the cleaner route — the corporate record is part of what you are selling.

Distributing profit. A dividend requires the accounts to support it and a shareholder resolution authorising it. A director transferring company funds to a personal account abroad is not a distribution, and it creates problems at audit, at a tax review and at sale.

Changing anything. Appointing a new director, changing the address, amending the activity. All require resolutions, and a company whose record does not support the current position has a gap to fix before it can do anything else.

Bank and licensing matters. Banks and authorities ask for the resolutions evidencing who is authorised.

The related obligations people also forget

LKPM, the quarterly investment activity report required of PMA companies, which is separate from tax and genuinely enforced.

OSS record accuracy. Any change — activity, address, shareholder, director — has to be reflected. A company whose OSS record does not match reality has a problem waiting.

NITKU, the business unit identifier issued per registered place of business, which companies registered before the change frequently lack.

Together with the RUPS these form the corporate housekeeping that costs little to maintain and a great deal to reconstruct.

What to actually do

Diarise it. An annual date, after the financial statements are prepared.

Ask your corporate service provider whether it is in scope. Many handle tax filings and not corporate secretarial work, and "we handle your company" does not necessarily include the resolutions. Ask directly.

Keep the record together — resolutions, deeds, accounts, filings — somewhere reachable from another country.

Fix gaps now rather than at sale. Reconstructing a corporate record under a buyer's deadline is expensive and sometimes not possible.