Corporate Contract and an Agreement on the Implementation of the Rights of Members of Society: Some Problems of Correlation

2016 ◽  
Vol 4 (1) ◽  
pp. 0-0
Author(s):  
Владимир Камышанский ◽  
Vladimir Kamyshanskiy
Keyword(s):  
Critical Analysis ◽  
Legal Protection ◽  
Limited Liability ◽  
General Meeting ◽  
Third Parties ◽  
Limited Liability Company ◽  
Corporate Rights ◽  
Legislative Regulation ◽  
Natural Way

The article provides a critical analysis of legislative regulation of the corporate agreement and an agreement on the implementation of the rights of members of a limited liability company. It is alleged that the corporate contract has undoubted relevance and usefulness to the participants of companies, as it allows to regulate relations in the implementation of corporate rights is not a natural way, and on a contractual basis, recognized by the parties and provide legal protection for the parties to the contract. It stands out as a number of circumstances that require legislative authorization and refinement in the process of enforcement of a limited liability company. Among the outstanding legislator before the end of the problems include: the problem of correlation of the content of the agreement on the implementation of the rights of the parties and the agreement on the establishment of the company; the problem of correlation of the contract on the implementation of the rights of the participants and the Company Charter, decisions of the general meeting; the problem of succession of the contract on the implementation of the rights of participants; the problem of awareness of other members of the Company and third parties about the agreement on the implementation of the rights and conditions.

scholarly journals Perlindungan Hukum Pemegang Saham Minoritas Perseroan Terbatas Tertutup dan Keadilan Berdasar Pancasila

SASI ◽  
2019 ◽  
Vol 25 (2) ◽  
pp. 199
Author(s):  
Mustaqim Mustaqim ◽  
Agus Satory
Keyword(s):  
Decision Making ◽  
Qualitative Data ◽  
Legal Protection ◽  
Limited Liability ◽  
Secondary Data ◽  
General Meeting ◽  
Voting Rights ◽  
Limited Liability Company ◽  
Minority Shareholders ◽  
Full Control

Legal protection for the majority shareholders is sufficiently guaranteed, especially through the mechanism of the RUPS, but this is not the case for minority shareholders, thus creating an injustice problem for minority shareholders. The purpose of this study is to uncover and find out legal protection for minority shareholders in a limited liability company based on Pancasila justice. This research is normative juridical so it uses secondary data with the law approach and qualitative data analysis. The results showed that the General Meeting of Shareholders did not reflect legal protection for minority shareholders, because in every decision making through the General Meeting of Shareholders and various other decisions based on the attendance quorum about the majority of votes present at the General Meeting of Shareholders. Such matter is detrimental to the interests of minority shareholders because without the presence of minority shareholders, a General Meeting of Shareholders can be held, while minority shareholders also have the same rights and obligations and responsibilities. The majority of shareholders hold a large and full control over the company, resulting in minority shareholders, there is no guarantee to get justice based on Pancasila justice. Therefore, the General Meeting of Shareholders must be held if attended by all shareholders with voting rights present or represented. If this is not the case, the results of the General Meeting of Shareholders may be canceled.

scholarly journals EXERCISING SOME CORPORATE RIGHTS BY HEIRS AND THE SPOUSE OF A MEMBER OF A LIMITED LIABILITY COMPANY

2020 ◽  
Vol 3 ◽  
pp. 36-39
Author(s):  
Inna E. Rudik ◽  
Keyword(s):  
Limited Liability ◽  
Third Parties ◽  
Limited Liability Company ◽  
Corporate Rights ◽  
Judicial Practice

Currently in judicial practice there are different approaches to understanding the scope of rights of the heirs and spouse of a participant in a limited liability company in relation to this Corporation. It makes difficult in some cases to protect the rights of these individuals who are interested in protecting the company’s assets from illegal encroachments by other participants, management, or third parties. The author substantiates the position about granting to this persons rights to invalidate decisions of the meeting and transactions of the corporation, transactions of other participants of the corporation. In this connection, were set the tasks: to determine the essence of the term “corporate share”; to develop criteria for determining the situations when the aforesaid rights should be recognized for the heirs and the spouse.

scholarly journals Perlindungan Hukum Terhadap Pihak Ketiga Akibat Direksi Melakukan Tindakan di Luar Anggaran Dasar Perseroan Terbatas

2021 ◽  
Vol 2 (3) ◽  
pp. 507-512
Author(s):  
Putu Agung Surya Prawira ◽  
I Nyoman Putu Budiartha ◽  
Ni Made Puspa Sutariujianti
Keyword(s):  
Legal Protection ◽  
Limited Liability ◽  
Third Parties ◽  
Company Law ◽  
Good Faith ◽  
Limited Liability Company ◽  
Materials Used

Company carrying out actions outside the articles of association can basically be explained from the idea that the principles outside of these articles of association are generally accepted doctrines. In this case, sometimes there are problems that occur, so legal protection for third parties is very necessary in overcoming actions outside the articles of association of the limited liability company. The purpose of this study is to reveal the legal protection of third parties in the case of directors taking actions outside the articles of association of a limited liability company in an effort to restore the rights of third parties for actions by directors outside the articles of association of a limited liability company (PT). The type of research applied in this research is normative research. The sources of legal materials used are primary and secondary legal sources. Techniques for collecting legal materials by studying document recording. After the legal material is collected, it is then analyzed qualitatively. The results of the study reveal that in Indonesia it is possible to implicitly state the Limited Liability Company Law, acknowledge and accept the Doctrine outside the articles of association of the Limited Liability Company. In addition, there are also some grounds that can be used as an alibi to provide protection against third parties. These basics include the Principle of Good Faith, the Pacta Sun Servanda Principle and the Doctrine outside the Modern constitution. By relying on these basics, preventive legal protection and repressive legal protection can be provided.

scholarly journals ANALISIS YURIDIS PEMBERHENTIAN ANGGOTA DIREKSI DENGAN TANPA DIDAHULUI ADANYA PEMBELAAN DIRI DALAM RUPS [JURIDIC ANALYSIS REGARDING TERMINATION OF THE BOARD OF DIRECTORS WITHOUT SELF DEFENSE IN THE GENERAL MEETING OF SHAREHOLDERS]

2021 ◽  
Vol 1 (2) ◽  
pp. 133
Author(s):  
Felicia Darlene
Keyword(s):  
Board Of Directors ◽  
Legal Protection ◽  
Limited Liability ◽  
General Meeting ◽  
Company Law ◽  
District Court ◽  
Limited Liability Company ◽  
Self Defense ◽  
The Board Of Directors ◽  
Bahasa Indonesia

<em>One of the sectors being developed by the Indonesian government is economic growth, which impact on increasing Limited Liability Companies. Provisions that contain procedures for managing a Limited Liability Company are regulated in Law Number 40 of 2007 concerning Limited Liability Companies (UU PT), one of which is the procedure for dismissing members of the Board of Directors. Article 105 of the Company Law stipulates that the dismissal of a member of the Board of Directors is taken after the person concerned is given the opportunity to defend himself. Furthermore, regarding legal protection for the dismissal of members of the Board of Directors who violate the provisions of the Company Law. The Law on Judicial Power regulates the absolute competence of each judiciary. With absolute competence, each judicial body has different jurisdiction to judge. The method used in this study is normative juridical. The results and conclusions of this study are that the dismissal of members of the Board of Directors without any prior self-defense in the GMS is invalid if the members of the Board of Directors object to his dismissal. Legal protection for members of the Board of Directors who are dismissed not in accordance with the provisions of the Company Law is to file a lawsuit to the District Court.<br /><br /></em><strong>BAHASA INDONESIA ABSTRACT:</strong><p>Salah satu sektor yang sedang dikembangkan oleh pemerintah Indonesia adalah pertumbuhan ekonomi, yang berdampak pada meningkatnya Perseroan Terbatas. Ketentuan yang memuat tata cara pengurusan Perseroan Terbatas diatur dalam Undang-Undang Nomor 40 Tahun 2007 tentang Perseroan Terbatas (UU PT), salah satunya adalah tata cara pemberhentian anggota Direksi. Dalam Pasal 105 UU PT diatur bahwa keputusan pemberhentian anggota Direksi diambil setelah yang bersangkutan diberi kesempatan untuk membela diri. Selanjutnya mengenai perlindungan hukum atas pemberhentian anggota Direksi yang melanggar ketentuan UU PT. Undang-Undang Kekuasaan Kehakiman mengatur mengenai kompetensi absolut setiap peradilan. Dengan adanya kompetensi absolut, maka setiap badan peradilan mempunyai yurisdiksi mengadili yang berbeda-beda. Metode yang digunakan dalam penelitian ini adalah yuridis normatif. Hasil dan kesimpulan dari penelitian ini adalah pemberhentian anggota Direksi dengan tanpa didahului adanya pembelaan diri dalam RUPS adalah tidak sah jika anggota Direksi keberatan atas pemberhentian dirinya. Perlindungan hukum bagi anggota Direksi yang diberhentikan tidak sesuai dengan ketentuan UUPT adalah mengajukan gugatan ke Pengadilan Negeri.</p>

scholarly journals PERLINDUNGAN HUKUM BAGI PEMEGANG SAHAM MINORITAS YANG TIDAK DILIBATKAN DALAM PROSES AKUISISI

Yuridika ◽  
2017 ◽  
Vol 32 (3) ◽  
pp. 441
Author(s):  
Maya Sari Tan ◽  
Abdul Rahcmad Budiono ◽  
Hanif Nur Widhiyanti
Keyword(s):  
Legal Protection ◽  
Limited Liability ◽  
General Meeting ◽  
Voting Rights ◽  
Limited Liability Company ◽  
Minority Shareholders ◽  
Acquisition Process ◽  
Financial Difficulties ◽  
The Republic ◽  
Majority Shareholder

Acquisition as a form of corporate restructuring that is carry out to overcome the situation of financial difficulties or improve the performance of the company as a whole or part of the business unit. In Article 126 paragraph 1 of Laws of the Republic of Indonesia number 40 of 2007 concerning Limited Liability Company stated that the acquisition process should consider the interests of minority shareholders. However, sometimes acquisition decisions have already been decided in advance by the majority shareholder without involving minority shareholders. Based on this, this paper intends to analyze the form of legal protection for minority shareholders who are not involved in the acquisition process. Through the approach of legislation and case approach, it is found that Laws of the Republic of Indonesia number 40 of 2007 concerning Limited Liability Company has not provided enough legal protection to minority shareholders. The decision-making process of acquisition in the General Meeting of Shareholders should be procedurally and substantively in accordance with Laws of the Republic of Indonesia number 40 of 2007 concerning Limited Liability Company. It is intended that minority shareholders have the opportunity to exercise their voting rights even though they do not have to be the party controlling the company.

scholarly journals PERLINDUNGAN HUKUM PEMEGANG SAHAM MINORITAS DAN PERTANGGUNGJAWABAN NOTARIS DALAM RUPS PT TERTUTUP [LEGAL PROTECTION FOR MINORITY SHAREHOLDERS AND NOTARY RESPONSIBILITY IN A GENERAL MEETING OF SHAREHOLDERS IN A PRIVATE LIMITED COMPANiES]

2021 ◽  
Vol 1 (1) ◽  
pp. 19
Author(s):  
Susi Susantijo ◽  
Shinta Pangesti ◽  
Robbyson Halim
Keyword(s):  
Legal Protection ◽  
Limited Liability ◽  
General Meeting ◽  
Legal Action ◽  
Limited Liability Company ◽  
Minority Shareholders ◽  
Legal Subject ◽  
The Republic ◽  
Formal Requirements ◽  
Bahasa Indonesia

<em>In practice, there often occurrs defective procedure when holding a Private Limited Company’s (PLC’s) General Meeting of Shareholders (GMS), which later stated in Deed of the Meeting Resolutions by a Notary. Regarding the defective procedure in GMS, shareholders will surely suffer losses because their rights are violated, especially minority shareholders. Two problems that arise and examined in this study are: How is the legal protection for minority shareholders in a PLC’s GMS? and How is the responsibility of the Notary for making Deed of the Meeting Resolutions from an Extraordinary GMS containing the defective procedures in a PLC? This research is normative legal research. Based on the research conducted, it can be concluded that legal protection for minority shareholders in PLC’s GMS, has been quite well regulated in Laws of the Republic of Indonesia number 40 of 2007 concerning Limited Liability Company. On the other hand, the responsibility of the Notary for making Deed of the Meeting Resolutions from an Extraordinary GMS containing the defective procedures in an LLC is a liability limited to formal truth or formal requirements. Regarding the material truth, it is not the responsibility of the notary but is the responsibility of the legal subject who performed the legal action. Notary in carrying out his position also requires having thoroughness and carefulness in doing any legal action, including making Deed of the Meeting Resolutions.</em><strong><em></em></strong><p><strong>BAHASA INDONESIA ABSTRACT: </strong>Dalam praktek, sering sekali terjadi penyelenggaraan RUPS PT Tertutup yang mengandung cacat prosedur, yang kemudian dituangkan dalam Akta Pernyataan Keputusan Rapat oleh Notaris. Terhadap adanya penyelenggaraan RUPS yang mengandung cacat prosedur, para pemegang saham pasti akan mengalami kerugian karena hak-hak mereka dilanggar, khususnya para pemegang saham minoritas. Dua rumusan masalah yang timbul dan diteliti dalam penelitian ini adalah: Bagaimana perlindungan hukum bagi pemegang saham minoritas dalam RUPS PT Tertutup? serta Bagaimana pertanggungjawaban Notaris atas pembuatan Akta Pernyataan Keputusan Rapat dari penyelenggaraan RUPS Luar Biasa yang mengandung cacat prosedur pada PT Tertutup? Penelitian ini adalah penelitian hukum normatif. Berdasarkan penelitian yang telah dilakukan, diperoleh kesimpulan bahwa perlindungan hukum bagi pemegang saham minoritas sehubungan dengan penyelenggaraan RUPS dalam PT Tertutup sudah cukup baik diatur dalam Undang-Undang Republik Indonesia Nomor 40 Tahun 2007 Tentang Perseroan Terbatas (UU PT). Di samping itu, pertanggungjawaban Notaris atas pembuatan Akta Pernyataan Keputusan Rapat dari penyelenggaraan RUPS Luar Biasa yang mengandung cacat prosedur pada PT Tertutup merupakan pertanggungjawaban sebatas pada syarat formal atau kelengkapan formal. Kebenaran materiil bukan tanggung jawab notaris, melainkan masing-masing subjek hukum yang melakukan. Notaris dalam menjalankan jabatannya juga dituntut memiliki ketelitian dan kehati-hatian dalam melakukan setiap perbuatan hukum, termasuk pembuatan Akta Pernyataan Keputusan Rapat.</p>

PERLINDUNGAN HUKUM BAGI PARA PIHAK DALAM PEMBUATAN AKTA RUPS YANG DILAKSANAKAN MELALUI MEDIA TELEKONFERENSI

2020 ◽  
Vol 15 (1) ◽  
pp. 62
Author(s):  
Ni Made Dyah Nanda Widyaswari
Keyword(s):  
Legal Protection ◽  
Limited Liability ◽  
General Meeting ◽  
Limited Liability Company ◽  
Long Distance ◽  
Protection Measures ◽  
The Future ◽  
Civil Suit ◽  
Notary Public

<p>Cyber Notary is a concept by using the development of existing technological sophistication, by using the power of notary technology can carry out its duties and authority. With a teleconference if violations occur at the General Meeting of<br />Shareholders (GMS), such as violations, legalization of electronic deeds, digitizing documents, and other similar matters. That way the existence of Cyber Notary requires that notaries not only be clever in the field of notary but also can master the technology in the application of Cyber Notary. Facilitating the occurrence of long distance transactions between the parties is the concept of Cyber Notary was born. Thus, the background as above is discussed regarding, Using Teleconference for General Meeting of Shareholders. What legal protection measures will be used for the parties who are holding a general meeting of shareholders with the teleconference media.</p><p>This study uses normative law and several approaches, namely the legislative approach and the case approach. This study uses the analysis of legal materials using the techniques of description, evaluation and argumentation. This study found results, namely: 1. The implementation of the General Meeting of Shareholders with Cyber Notary in Law No. 40 of 2007 which describes the Limited Liability Company in carrying out a GMS by teleconfession.</p><p><br />In the implementation of the GMS conducted by Cyber Notary in Law No. 40 of 2007 concerning Limited Liability Companies does not explicitly explain the substance of the GMS that can be carried out by teleconference. The making of a<br />GMS deed carried out by teleconference by a Notary Public is valid as long as it meets the requirements of the GMS implementation. 2. The GMS consists of various parties including the Company Organs and Notaries. Legal protection for notaries is regulated in the provisions of article 66 of Law No. 2 of 2014 concerning the position of notary public (UUJN). Meanwhile, legal protection for the company's organs in connection with the making of the GMS Deed carried out by teleconference if a dispute arises in the future includes two matters, namely through a civil suit and Reporting or giving a complaint to the notary area supervisory assembly.</p>

scholarly journals Third Parties’ Legal Protection over Agreed Authorized Capital Amount by Founders in Limited Liability Companies

Lentera Hukum ◽  
2019 ◽  
Vol 6 (2) ◽  
pp. 173
Author(s):  
Xavier Nugraha ◽  
Krisna Murti ◽  
Saraswati Putri
Keyword(s):  
Government Regulation ◽  
Legal Protection ◽  
Limited Liability ◽  
Third Parties ◽  
Third Party ◽  
Limited Liability Company ◽  
The Third ◽  
Ease Of Doing Business ◽  
The Government ◽  
Authorized Capital

On July 14, 2016, the Government enacted the Government Regulation Number 29 of 2016 regarding Amendments in Authorized Capital of a Limited Liability Company (LLC). Article 1 paragraph (3) of the regulation showed that the amount of authorized capital was submitted to the agreement of the LLC founders. This regulation was issued in order to increase Indonesia’s ‘ease of doing business’ rank, especially in ‘starting a business.’ This article aims to examine the legal protection for the third party over the amount of authorized capital based on the agreement of the LLC founders using the study of dogmatic law. Regulations referenced are Law Number 40 of 2007 regarding Limited Liability Companies and Government Regulation Number 29 of 2016 regarding Amendments in Authorized Capital of LLC. Based on the results of this study, it was found that the determination of authorized capital based on the agreement of LLC founders has neglected the protection of the third parties. This manifested particularly in protecting minority investors and resolving insolvency. Through the enactment of authorized capital based on the agreement of the founders, the mechanism of preventive and repressive legal protection to the third parties are assumed to be eliminated. Keywords: The Authorized Capital, Limited Liability Company, Agreement, Legal Protection.

Truth revealed: Challenging the mythical narrative of the low-profit limited liability company

2021 ◽  
Author(s):  
Sonia J. Toson
Keyword(s):  
Critical Analysis ◽  
Social Enterprise ◽  
Limited Liability ◽  
The Body ◽  
Business Community ◽  
Accurate Information ◽  
Limited Liability Company ◽  
Social Entrepreneurs ◽  
Form Analysis ◽  
Community Interest

This article reviews the body of literature concerning low-profit limited liability companies and conducts a critical analysis of the “flaws” frequently cited in the literature as problematic within the form. Analysis of the low-profit limited liability company (L3C) is conducted in the larger, global context of social enterprise, with emphasis on the social purpose company of Belgium and the community interest company of the United Kingdom as points of comparison. Findings demonstrate that the most commonly stated criticisms of L3Cs are in fact inaccurate. A deeper critical analysis of the form reveals that this choice of entity is advantageous on several levels for both social entrepreneurs and private charitable foundations. This piece furthers the literature by dispelling the myths surrounding L3Cs, providing counterarguments to the existing criticisms of the form and providing the business community with accurate information regarding the benefits of L3Cs for social enterprise.

scholarly journals KEBERADAAN PEMEGANG SAHAM DALAM RUPS DENGAN SISTEM TELECONFERENCE TERKAIT JARINGAN BERMASALAH DALAM PERSPEKTIF CYBER LAW

2015 ◽  
Vol 4 (1) ◽  
Author(s):  
Ni Ketut Supasti Dharmawan
Keyword(s):  
Limited Liability ◽  
General Meeting ◽  
Company Law ◽  
Limited Liability Company ◽  
Legal Subject ◽  
Network Problem ◽  
Network Problems ◽  
Cyber Law ◽  
Internet Network ◽  
Legal Right

In Indonesia, the General meeting of Shareholder through teleconference mechanism can be conducted under the provision of Article 77 of Law No. 40 of 2007 concerning Limited Liability Company. This teleconferencing mechanism allows all participants to see and to hear each other as well as  to participate in the teleconference meeting. There is legal vacuum with regard to position of shareholders in the General Meeting by teleconference mechanism, especially in the case of network problems. However, by analogy with the legal construct of the provisions of Article 90 of the Company Law can be stated that the position of shareholders continues to be recognized as a legal subject who has legal right and has valid votes counted even if the minutes of the meeting have not been signed electronically because internet network problem as long as treatise or the minute of General Meeting of shareholders is made by notarial deed and shall be signed by the Notary who made the deed.

Sign in / Sign up

Export Citation Format

Share Document