scholarly journals Authorized Failure: How is Company Status?

2020 ◽  
Vol 2 (2) ◽  
Author(s):  
Fiany Alifia Lasnita ◽  
Muhamad Adji Rahardian Utama
Keyword(s):  
Limited Liability ◽  
Limited Liability Company ◽  
Legal Entity ◽  
Company Limited ◽  
Proof Of Ownership ◽  
Personal Wealth ◽  
A Company ◽  
A Share

The sense of the limited liability company is a legal entity to be able to run a business that has a capital consisting of a share, which its owners have lots of stock. Because it is composed of capital over shares that can be traded, and changes to the ownership of the company can be done without the need for a dissolution of a company. Limited liability company is a business entity and the magnitude of the capital company which are poured in a basic budget. The wealth of the company separate from the personal wealth of the owners of the company so that it can have its own treasures. Each person can have more than one stock which can be a proof of ownership of a company. The owner of the stock itself has a limited liability, i.e. as much as their shares. In the establishment of limited liability company also required permission and also some important documents that should be owned by a limited liability company to be its foundation.

scholarly journals TANGGUNG JAWAB DIREKTUR PT PMA YANG TIDAK MENDAPATKAN PENGESAHAN SEBAGAI BADAN HUKUM DAN SUDAH MENJALANKAN USAHANYA BERDASARKAN PERATURAN PERUNDANG-UNDANGAN DI INDONESIA (STUDI KASUS PT.X DAN PT.Y)

2019 ◽  
Vol 1 (2) ◽  
pp. 620
Author(s):  
I Gede Putra Wijaya ◽  
Christine S.T. Kansil
Keyword(s):  
Limited Liability ◽  
Foreign Company ◽  
Foreign Investor ◽  
Limited Liability Company ◽  
Foreign Investors ◽  
Legal Entity ◽  
Legal Subject ◽  
Foreign Companies ◽  
Investment Law ◽  
A Company

Foreign investors who want to invest in Indonesia must obey the existing rules, namely the Investment Law No. 25 of 2007. The investment law stipulates that if foreign investors want to do business in Indonesia, the foreign investor must establish a company in the form of a legal entity, namely a limited liability company. Requirements for foreign companies can be said as legal entities that must go through the stages of establishing a company until the company ratified by the Ministry of Law and Human Rights. If a foreign company is not a legal entity, the foreign company is not legal and cannot be considered a legal subject in carrying out business activities in Indonesia. Regarding the liability of the foreign company that is to be borne by the private party not by the shareholders because the foreign company is not a legal entity. It is better if foreign investors want to carry out business activities in Indonesia that the business must be in the form of a legal entity in accordance with the investment law’s order to comply with the applicable rules and foreign investors can carry out their business activities properly.

scholarly journals The Status of the Limited Liability Company since the New Hungarian Civil Code Came into Effect

2020 ◽  
Vol 1 (1) ◽  
pp. 147-178
Author(s):  
Tekla Papp
Keyword(s):  
Organizational Structure ◽  
Small And Medium Enterprises ◽  
Limited Liability ◽  
Minority Rights ◽  
Limited Liability Company ◽  
General Frame ◽  
Company Limited ◽  
The Status ◽  
Medium Enterprises ◽  
A Company

Historically, the form of the limited liability company was first introduced in Hungary by Act V of 1930. This type of company, which is equipped with all the advantages of members in a limited liability, was born out of the relevant necessity in the economy. However, it is quite flexible in its nature, could be established easily and demonstrates a simpler organizational structure than a company limited by shares. Therefore, the limited liability company fits within the general frame of small and medium enterprises, and is the main and most popular form of a company in Hungary. This paper gives an overview of the characteristics, regulations, foundation, organization, minority rights, business share, members and managing directors’ liabilities in Hungarian limited liability companies from a regulatory and practical perspective.

scholarly journals Intergenerational Transfer of Family-run Enterprises by Means of Civil Law in Serbia

2021 ◽  
Vol 2 (1) ◽  
pp. 119-137
Author(s):  
Vladimir Marjanski ◽  
Attila Dudás
Keyword(s):  
Limited Liability ◽  
Joint Stock Company ◽  
Single Family ◽  
Stock Company ◽  
Limited Partnership ◽  
Natural Person ◽  
Company Limited ◽  
Legal Difficulties ◽  
A Company ◽  
A Share

Family-run enterprises are business organisations in which the reins of control are concentrated in the hands of a single family or an individual who for the enterprise aims to continue operation through successive generations of the family. In Serbia, family-run companies usually begin as an individual entrepreneurship, a form of closed company (general and limited partnership) or relatively closed company (limited liability company). The legal difficulties that arise following the death of an individual entrepreneur (natural person) differ from those following the death of a member in a company (legal entity). Companies are imbued with rights and responsibilities separate from the personal rights and responsibilities of their members. Members of a company, including the head, are not considered owners of the company’s property in legal terms. Instead, they have shares in the company, and those shares entitle them to membership (management and proprietary) rights. Thus, when a member dies, the company’s property, in whole or in part, is not subject to inheritance (although that deceased member’s share is). This differs from the situation following an individual entrepreneur’s death. The law does not recognise a natural person conducting business as an individual entrepreneur as having two legal personalities (personal and business); everything is treated as personal. Therefore, all the assets and debts of a deceased individual entrepreneur are subject to inheritance, regardless of whether or not they were accrued in the course of business. The succession of a share following a member’s death is regulated separately for each company form, and all issues not governed by the Companies Act or a company’s incorporation document are subject to the rules of Serbia’s Law of Inheritance. Inheritance rules differ greatly for a share in a personal company (general or limited partnership) and a share in a capital company (limited liability or joint-stock company). In principle, whether or not a deceased member’s rights and responsibilities can be passed through inheritance depends on the company’s form, its incorporation document, and the relevance of the heirs’ connection to the deceased and the company. The less complicated these are, the fewer the legal obstacles to inheritance.

scholarly journals TINDAKAN “ULTRA VIRES” DIREKSI DAN AKIBAT HUKUMNYA BAGI PERSEROAN TERBATAS

2020 ◽  
Vol 9 (2) ◽  
pp. 205
Author(s):  
Abdul Rokhim
Keyword(s):  
Board Of Directors ◽  
Limited Liability ◽  
Limited Liability Company ◽  
Legal Entity ◽  
The Board Of Directors ◽  
A Company ◽  
Taking Care

 Direksi menurut Undang-undang Nomor 40 Tahun 2007 tentang Perseroan Terbatas memiliki dua kewenangan, yakni melakukan tindakan pengurusan  perusahaan dan mewakili perseroan baik di dalam maupun di luar pengadilan. Tindakan Direksi secara hukum dikualifikasi sebagai tindakan perseroan selaku badan hukum apabila dilakukan sesuai dengan kewenangan dan tujuan perseroan sebagaimana tercantum dalam anggaran dasar perseroan. Tindakan direksi yang dilakukan di luar kewenangan atau melampaui kewenangan (ultra vires) tidak dapat dikualifikasi sebagai tindakan perseroan. Akibatnya, tindakan hukum tersebut tidak mengikat perseroan dan hanya mengikat Direksi secara pribadi dengan pihak ketiga.Kata kunci: Tindakan Ultra Vires; Direksi; Perseroan Terbatas Directors according to Law Number 40 of 2007 concerning Limited Liability Company have two authorities, namely taking care of the company and representing the company both inside and outside the court. The actions of the Board of Directors are legally qualified as the actions of the company as a legal entity if they are carried out in accordance with the authority and objectives of the company as stated in the company's articles of association (company statute). The directors' actions that are carried out outside the authority or exceed the authority (ultra vires) cannot be qualified as a company action. As a result, these legal actions do not bind the company and only bind the Directors privately with third parties.Keywords: Ultra Vires Actions; the Directors; Limited Liability Company

scholarly journals Perbandingan pendirian dan sistem hukum perusahaan antar negara indonesia dan kamboja

2020 ◽  
Vol 4 (4) ◽  
Author(s):  
Mahardyan Trymario Saputro
Keyword(s):  
At Risk ◽  
Limited Liability ◽  
Legal Action ◽  
Limited Liability Company ◽  
Business World ◽  
Legal Entity ◽  
A Company ◽  
Business Person ◽  
Authorized Capital

With the existence of a company as a business entity in the business world between Indonesia and Cambodia, it makes the arrangement of company establishment an initial concern. In Indonesia, a Company is a legal entity that is a capital partnership, established based on an agreement, carrying out business activities with capital, established based on an agreement, conducting business activities with an authorized capital wholly divided into shares and complying with the requirements stipulated in this Law and its implementing regulations. A Cambodia limited liability company (LLC) is managed by officers and directors and is funded by capital provided by the shareholders. It can be as small as a single business person or as large as a business with many shareholders. Companies provide a framework for businesses to own property, sign contracts, and engage in legal action without putting the assets of their shareholders at risk.

scholarly journals INTERAKSI FUNGSI ORGAN PERSEROANTERBATAS DAN PERLINDUNGAN HUKUM PEMEGANG SAHAMMINORITAS

FIAT JUSTISIA ◽  
2016 ◽  
Vol 1 (1) ◽  
Author(s):  
Siti Nurhasanah
Keyword(s):  
Limited Liability ◽  
General Meeting ◽  
Limited Liability Company ◽  
Minority Shareholders ◽  
Organ Function ◽  
Legal Entity ◽  
Legal Subject ◽  
Company Limited ◽  
The Board Of Directors ◽  
Majority Shareholder

Company Limited as a legal entity, provide an important role in the organs of the company. The importance of this role because of his position as an independent legal subject who has rights and obligations itself apart from the rights and duties of private owners. Interaction organ function Limited Liability Company will be detrimental to the interests of the company as a legal entity and minority shareholders in particular, where each organ in its function does not put the interests of the company as well, but based on the proximity factor the majority shareholder in the General Meeting of Shareholders (AGM) the Board of Directors and Commissioners. Keywords Company Limited, Minority

Effectiveness of clauses restricting equity transfer in articles of association of limited liability companies using fuzzy AHP: A data analysis of related cases in China from 2010 to 20191

2021 ◽  
pp. 1-12
Author(s):  
Peng Chen ◽  
Yingzhi Nie
Keyword(s):  
Fuzzy Ahp ◽  
Limited Liability ◽  
Limited Liability Company ◽  
Analytic Hierarchy ◽  
Legal Norms ◽  
The Past ◽  
Analytic Hierarchical Process ◽  
Closed Characteristics ◽  
A Company ◽  
External Equity

Based on the company cases published in China over the past ten years, both theoretical methods and Artificial intelligence technologies were applied to analysis cases data on the effectiveness of clauses restricting equity transfer in articles of association of limited liability companies (LLCs). With its unique characters based on shareholders and strong vitality, limited liability company (LLC), as the “evergreen tree” among the market players, is a company form adopted by many investors. Nevertheless, due to its prominent closed characteristics, equity transfer has become a bottleneck for the development of LLCs. According to this paper, it is necessary to distinguish between the effectiveness of clauses restricting internal and external equity transfer in articles of association of LLCs. Fuzzy Analytic Hierarchical Process (AHP) is utilized for which involves process of analytic hierarchy modelled with utilizing theory of fuzzy logic. Moreover, instead of being confined to the existing legal norms, the judgment standard of clauses restricting equity transfer in articles of association of LLCs should be comprehensively measured by the golden rules, i.e. “fairness”, “autonomy” and “operability”.

scholarly journals Legal status of the company's share in own authorized capital under the Law of Ukraine “On limited and additional liability companies”: problems of legal regulation

2021 ◽  
Vol 11/1 (-) ◽  
pp. 31-36
Author(s):  
Volodymyr TSIUPRYK
Keyword(s):  
Legal Status ◽  
Limited Liability ◽  
General Meeting ◽  
Legal Regulation ◽  
Legal Nature ◽  
The Law ◽  
The Right ◽  
A Company ◽  
Authorized Capital ◽  
A Share

Introduction. Nowadays, the issue of determining the legal status of the company's share in the own authorized capital of LLC and TDV has become quite acute, as evidenced by the adoption on July 28, 2021 by the Commercial Court of Cassation in Case № 904/1112/20, in which the Court established a new approach legal nature of such a phenomenon and expressed his own position on the understanding of the legislation concerning the legal status of the share of LLC and TDV in its own authorized capital. Given that a limited liability company is the most popular type of legal entity that is chosen to conduct business in Ukraine, the analysis of this issue is relevant. Some scientific value for the development of the transfer of the participant's share are the works of individual authors devoted to the study of the legal nature of the share in the authorized capital but the problems arising around the legal status of the company. in their own authorized capital in these works were only mentioned along with others, but did not receive a detailed separate study. The purpose of the paper is to analyze the normative regulation of the legal status of the company's share in the own authorized capital of LLCs and ALCs, identification of shortcomings in their legal regulation and implementation, as well as the search for ways to eliminate them. Results. One of the most relevant decisions concerning the subject of this article is the Judgment of the Commercial Court of Cassation in case № 904/1112/20 of July 28, 2021. The court in this case found that the votes attributable to the share belonging to the company itself are not taken into account when determining the results of voting at the general meeting of participants on any issues. However, Ukrainian legislation does not contain any direct norms that would prohibit the exercise of the right to manage a company in relation to itself on the basis of a share in its own authorized capital. That is why the company cannot be a participant in relation to itself, although they seem logical, but do not have sufficient regulatory support, and therefore do not allow to be firmly convinced of their compliance with the law. In view of this, it can be stated that there is a significant gap in the national legislation on this issue, which, in our opinion, the Court failed to “fill” with this decision in the case. Conclusion. In the Ukrainian legislation at the level of the Law of Ukraine “On Limited and Additional Liability Companies” Article 25 defines the possibility for a company to acquire a share in its own authorized capital. However, the regulation of the legal status of such a share cannot be called sufficient, due to which in practice there are certain problems in the implementation of the provisions of the legislation concerning the share of the company in its own authorized capital. The solution of these legal problems is necessary to ensure the highest quality and clarity of the law, as well as to form case law with common approaches to understanding a single rule.

scholarly journals Concepts And Features Of The Corporate Contract

2019 ◽  
pp. 121-134
Author(s):  
R.S. Lukashov
Keyword(s):  
Civil Law ◽  
Limited Liability ◽  
Limited Liability Company ◽  
Key Factors ◽  
Legal Entity ◽  
Legal Nature ◽  
The Subject ◽  
Definition Of ◽  
Contractual Structures

The article is devoted to the theoretical and legal analyses of the place of a corporate agreement in the system of civil contracts. The article identifies the key factors that justify a separate place of the corporate agreement among existing contractual structures of civil law. The article deals with scientific views on the concept and legal nature of the corporate agreement, outlines the subject of the corporate agreement, which is concluded between the participants of the legal entity of corporate type, as well as analyzed the latest legislation on the definition of the concept, subject and content of the corporate agreement, which is concluded between the members of the limited liability company.  

scholarly journals THE LEGAL ENTITY OF BAITUL MAAL WAT TAMWIL (BMT) AS A MICRO FINANCIAL INSTITUTION IN INDONESIA

2020 ◽  
Vol 2 (2) ◽  
pp. 140-150
Author(s):  
Moh Syaifur Rijal
Keyword(s):  
Legal Status ◽  
Financial Institution ◽  
Limited Liability ◽  
Limited Liability Company ◽  
Conceptual Approach ◽  
Legal Entity ◽  
Non Profit ◽  
The Status

The purpose of this study is to analyze the legal status and accountability of Baitul Maal Wat Tamwil (BMT) as a financial institution in Indonesia, because so far BMT has two main functions,  the first, Baitul Maal as a non-profit institution that distributes zakat, infaq and alms, and the second, Baitul Tamwil is an institution whose function is to collect and to distribute commercial funds. This research uses normative research using a statutory approach and a conceptual approach. The results of this study indicate that the legal status of BMTs so far can only be established with the status of a cooperative or limited liability company. It refers to the characteristics possessed by BMT itself. The form of BMT accountability follows the form of liability that exists in the form of a BMT legal entity, if the loss is caused by the management or organs, the management or organs are jointly and severally responsible, but otherwise if the management or organs can prove then the management or organs are not jointly responsible for the losses incurred by BMT.

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