Can One Share Have Two Votes?

As a general rule, each share carries one voting right under Article 84 paragraph (1) of Law Number 40 of 2007 on Limited Liability Companies (the Limited Liability Company Law), unless the articles of association provide otherwise. Accordingly, one share may carry two voting rights if the applicable requirements are met.

Financial Services Authority Regulation Number 22/POJK.04/2021 on the Implementation of the Multiple Voting Share Classification by Issuers with Innovation and a High Growth Rate Conducting a Public Offering of Equity Securities in the Form of Shares (POJK 22/2021) provides for Multiple Voting Shares (MVS), which grant eligible shareholders more than one voting right.

Requirements for Multiple Voting Shares

1. 1.The issuer conducts a public offering of equity securities in the form of shares and provides for MVS in its articles of association.
2. 2.The issuer uses technology to create product innovations that increase productivity and economic growth and provide broad social benefits.
3. 3.Its shareholders make a significant contribution to the use of that technology.
4. 4.The issuer has total assets of at least Rp2 trillion, has operated for at least three years before submitting its Registration Statement, and has had annual growth of at least 20% in total assets and 30% in revenue over the previous three years.
5. 5.The issuer has never conducted a public offering of equity securities and meets any other criteria determined by the Financial Services Authority.

The first holder of Multiple Voting Shares must be designated at a general meeting of shareholders and identified in the prospectus. Therefore, one share may carry two voting rights when the articles of association provide for it and the requirements of POJK 22/2021 are satisfied.