This thesis is about the Law Number 40 of 2007 about Limited Company on
section 91. It regulates that shareholders may take any resolutions outside the
general meeting of the shareholders which is known as circular resolution. The
type of this research is legal normative that is done by observing the norm of the
positive law and with a literature study. The purpose of this research is to find out
the legality of the resolutions which is resolved by circular resolution and the
different regulation of circular resolution in a public company. The research’s
results are that the legality on circular resolution is legal as long as all of the
shareholders agreed the resolutions in written and in a public company the
shareholder cannot take any resolution by circular because there are a lot of
shareholders that own a public company so that is impossible to circulate the
resolution one by one to every shareholders. Resolutions which are taken by
circular resolution are the same resolution taken by general meeting. There is
limitation for acts that can be resolved by circular resolution, only the
extraordinary general meeting of the shareholders is allowed.