scholarly journals Liabilities of the Director of the Regional Limited Liability Company (Perseroda) in the Corporate Bankruptcy According to Positive Law

2019 ◽  
Vol 6 (3) ◽  
pp. 253
Author(s):  
Asmuni Asmuni ◽  
Kurniawan Kurniawan ◽  
Eduardus Bayo
Keyword(s):  
Limited Liability ◽  
Regional Government ◽  
Limited Liability Company ◽  
Corporate Bankruptcy ◽  
Public Benefits ◽  
Positive Law ◽  
Good Corporate Governance ◽  
The Board Of Directors ◽  
Separate System ◽  
Legal Forms

This research aims to analyse the liabilities of the director of the regional limited liability company (perseroda) in the corporate bankruptcy according to positive law. This research belongs to the type of normative legal research or also called doctrinal research; i.e. research that examines law as a separate system which is separated from various other systems that exist in community. Thus, it gives a boundary between the legal system and other systems. BUMD, according to Minister of Home Affairs Regulation No. 3 of 1998 concerning Legal Forms of BUMD, may be Regional Company or Limited Liability Company (LLC). For BUMD, in the form of Regional Companies, the provisions concerning Regional Companies as stipulated in Law No. 5 of 1962 concerning Regional Company. Meanwhile, BUMD, in the form of legal entities is Limited Liability Company that subjects to Law No. 1 of 1995 concerning Limited Liability Company which has been amended by Law No. 40 of 2007 concerning Limited Liability Company. Article 331 of Law No. 23 of 2014 concerning Regional Government states that regions can establish BUMD and may be in the form of Regional Public Liability Company whose establishment is determined by regional regulations. The establishment of this BUMD generally aims to provide benefits for regional economic development, organize public benefits in the form of providing quality goods and/or services for the fulfilment of people’s livelihoods according to the conditions, characteristics and potential of the region based on good corporate governance, and obtain profit and/or profit. The board of directors, due to their negligence and mistakes, must be liable for the Regional Limited Liability Company that has been declared bankrupt; in this case it is jointly and severally over all obligations that are not repaid from bankrupt assets unless the directors can prove that they do not have to be liable (Article 104 paragraph (2) and (4) of UUPT)

scholarly journals Tanggung Jawab Direksi atas Terjadinya Pailit Perseroan Terbatas

2020 ◽  
Vol 4 (1) ◽  
pp. 83
Author(s):  
Antonius Faebuadodo Gea ◽  
Hirsanuddin Hirsanuddin ◽  
Djumardin Djumardin
Keyword(s):  
Limited Liability ◽  
Company Law ◽  
Limited Liability Company ◽  
Conceptual Approach ◽  
The Board Of Directors ◽  
Approach Method ◽  
Separate System ◽  
Accountability Mechanism ◽  
The Law ◽  
Legal Consequences

This research was conducted to find out how the directors' accountability mechanism caused by an error or negligence caused the limited company to go bankrupt and how the legal consequences on the bankruptcy of a limited liability company. This type of research was classified as a normative legal research or also called doctrinal research, namely research that examined the law as a separate system that was separate from various other systems in society so as to provide a boundary between the legal system with other systems. The approach method used was the statutory approach; and Conceptual Approach. In principle, the Board of Directors was not personally responsible for acts committed for and on behalf of the company based on its authority. The scope of conduct that would be personally accounted for by the directors of the company was negligence because the directors did not fulfill the contents of the agreement and mistakes because the directors commit acts against the law. Bankruptcy of a Limited Liability Company was the bankruptcy of itself, not the bankruptcy of its management, even though the bankruptcy was due to the negligence of its management. So that management should not be held liable jointly for any losses due to negligence and could only be held accountable if the company's assets were not sufficient to cover losses due to bankruptcy Article 90 paragraph (2) of the Limited Liability Company Law).

scholarly journals TANGGUNG JAWAB SOSIAL DAN LINGKUNGAN BADAN USAHA MILIK MUHAMMADIYAH (BUMM) TERHADAP MASYARAKAT DAN LINGKUNGAN

2020 ◽  
Vol 11 (2) ◽  
pp. 293
Author(s):  
Lelisari Lelisari
Keyword(s):  
Corporate Governance ◽  
Limited Liability ◽  
Environmental Responsibility ◽  
Limited Liability Company ◽  
Environmental Aspects ◽  
The Third ◽  
Is Research ◽  
Positive Law ◽  
Good Corporate Governance ◽  
The Social

This article discusses the social and environmental responsibility of Muhammadiyah Owned Enterprises (BUMM). The establishment of the economic field as the third pillar in the muhammadiyah preaching as well as marking the characteristics of Advanced Islam that became the spirit of the Muhammadiyah da'wah movement. Speaking of Muhammadiyah, not only talk about schools and universities in the field of education or talk hospitals in the field of health, but also talk about factories and plantations owned by Muhammadiyah. The type of research used is normative juridical research, which is research focused on reviewing the application of rules or norms in positive law. As a result of the research, the Economic and Entrepreneurial Assembly has compiled guidelines for Muhammadiyah Owned Enterprises (BUMM) and has been socialized in 2017, namely the Muhammadiyah Central Leadership Guidelines No. 04/PED/I.0/B/ 2017 on Muhammadiyah Owned Enterprises. This guideline is drawn up, so that bumm management in the form of Limited Liability Company (PT) can be managed in accordance with Muhammadiyah's vision by accommodating good corporate governance. The application of social and environmental responsibility of Muhammadiyah Owned Enterprises (BUMM) to the community and the environment only provides money assistance and programs that are derma or philanthropic, have not touched on the environmental aspects. In The Guidelines No. 04/PED/I.0/B/ 2017 concerning Muhammadiyah Owned Enterprises also has not regulated the obligations of Muhammadiyah-owned enterprises in carrying out CSR.Keyword: BUMM; CSR. ABSTRAKArtikel ini membahas tentang tanggung jawab sosial dan lingkungan Badan Usaha Milik Muhammadiyah (BUMM). Pencanangan bidang ekonomi sebagai pilar ketiga dalam dakwah persyarikatan Muhammadiyah sekaligus menandai ciri Islam berkemajuan yang menjadi spirit gerakan dakwah Muhammadiyah. Berbicara tentang Muhammadiyah, tidak hanya berbicara tentang sekolah dan perguruan tinggi di bidang pendidikan atau berbicara rumah sakit di bidang kesehatan, tetapi juga berbicara pabrik-pabrik dan perkebunan yang dimiliki Muhammadiyah. Tipe penelitian yang digunakan adalah penelitian yuridis normatif yakni penelitian yang difokuskan untuk mengkaji penerapan kaidah-kaidah atau norma-norma dalam hukum positif. Hasil penelitian bahwa, Majelis Ekonomi dan Kewirausahaan sudah menyusun pedoman Badan Usaha Milik Muhammadiyah (BUMM) dan telah disosialisasikan pada tahun 2017, yaitu Pedoman Pimpinan Pusat Muhammadiyah Nomor  04/PED/I.0/B/ 2017 tentang Badan Usaha Milik Muhammadiyah. Pedoman ini disusun, supaya pengelolaan BUMM berbentuk Perseroan Terbatas (PT) bisa dikelola sesuai visi Muhammadiyah dengan mengakomodasi tata kelola perusahaan yang baik.Bentuk penerapan tanggung jawab sosial dan lingkungan Badan Usaha Milik Muhammadiyah (BUMM) terhadap masyarakat dan lingkungan hanya memberikan bantuan uang dan program yang sifatnya derma atau filantropi, belum menyentuh ke aspek lingkungan. Dalam Pedoman No 04/PED/I.0/B/ 2017 tentang Badan Usaha Milik Muhammadiyah juga belum mengatur tentang kewajiban dari badan usaha milik Muhammadiyah dalam melaksanakan CSR.

scholarly journals Tindakan Benturan Kepentingan Yang Dilakukan Oleh Direksi Perusahaan Sebagai Bentuk Pelanggaran Prinsip Good Corporate Governance

2021 ◽  
Vol 5 (2) ◽  
Author(s):  
Dhita Destria
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
Conflict Of Interest ◽  
Limited Liability ◽  
Limited Liability Company ◽  
Confidential Information ◽  
Personal Benefit ◽  
Good Corporate Governance ◽  
Close Relationship ◽  
The Board Of Directors

All principles of Good Corporate Governance can support the realization of Good Corporate Governance in order to prevent abuse of power and illegal acts committed by the organs of the company. Demands faced limited liability company is about transactions conducted by the relevant organs, in particular by the board of directors of a limited liability company with others having a close relationship with the board of directors of a limited liability company that raises a conflict of interest. That actions such as self dealing, accepting gifts or benefits include all forms of bribery and kick-back fee, peddling influence (influence pedding), utilizing company assets for personal benefit (using employer's propety for private advantage) and take advantage of confidential information (using confidential information) is some form of Conflict of Interest. Factors that cause the Conflict of Interest is the internal factors are derived from transactions Conflict of Interest is done inside the company may for personal benefit of its board of directors, while external factors are transactions Conflict of Interest made by the board of directors to gain own private not for profit company, but do it in silence and collusion.

scholarly journals PROGRESIFITAS HUKUM PENGEMBALIAN DEVIDEN SAHAM INTERIM PERSEROAN TERBATAS PADA UUPT NO.40 TAHUN 2007

2021 ◽  
Vol 5 (1) ◽  
pp. 1
Author(s):  
Bella Mutiara Wahab
Keyword(s):  
Board Of Directors ◽  
Research Method ◽  
Stock Exchange ◽  
Limited Liability ◽  
Company Law ◽  
Limited Liability Company ◽  
Conceptual Approach ◽  
Dividend Distribution ◽  
The Board Of Directors ◽  
Annual Book

AbstractProgressive law must place the law in a very close position with the law's community or stakeholders. This position is called responsive, progressive law and is always associated with stakeholders' reality and needs to create justice and happiness as law aspired itself. Also, progressive law emphasizes social integration to overcome public moral insularity.Starting from the viewpoint of progressive law, the author looks at the laws and regulations that discuss the return of interim dividends as stated in the Limited Liability Company Law No. 40 of 2007, article 72, article 72 states that companies allow rules related to dividend distribution in a temporary (interim) way. The article is then interpreted as that if the company has positive profits, the company is allowed to distribute dividends before the company closes the book at the end of the year, provided that the board of directors officially announces the distribution with the approval of the GMS that the positive profits obtained by the company before closing the book will come as dividends interim. As a result, the company competes to distribute interim dividends to increase and show its credibility to investors. It was recorded on the Indonesian stock exchange (IDX) that in September 2020, 73 companies distributed interim dividends.However, article 72 paragraph 5 of the Limited Liability Company Law No. 40 of 2007 explains that if after the company distributes interim dividends to shareholders and at the end of the closing of the annual book the company suffers a loss, the shareholders must return the dividends they have received. If the shareholder does not return it, the directors and commissioners are jointly responsible for covering the company's losses.This viewpoint is the basis for finding the location of the value and form of legal progressivity regarding the mechanism of interim share dividends in limited liability companies as stated in UUPT No.40 of 2007 Article 72 using a normative research method with a conceptual approach. 

scholarly journals KEPUTUSAN BISNIS DAN TANGGUNGJAWAB DIREKSI DALAM PRINSIP FIDUCIARY DUTIES PADA PERSEROAN TERBATAS

2019 ◽  
Vol 1 (2) ◽  
pp. 37-56
Author(s):  
Ali Muhayatsyah
Keyword(s):  
Board Of Directors ◽  
General Principle ◽  
Limited Liability ◽  
Good Faith ◽  
Fiduciary Duty ◽  
Limited Liability Company ◽  
Fiduciary Duties ◽  
Business Judgment Rule ◽  
The Board Of Directors ◽  
Full Sense

The main party charged with fiduciary duty is the board of directors. In UUPT No. 40/2007 it does not specifically regulate fiduciary duty but rather regulates general principles. From the general principle of fiduciary duty, directors in managing the company must pay attention to the interests of the company above other interests; directors must act in accordance with the aims and objectives of the company (intra vires), and pay attention to the limitations and restrictions determined by the law and the articles of association of the company. In carrying out their duties as directors, they are required to have in good faith and in full sense of responsibility; Directors must carry out their duties diligently, carefully, and smartly and skillfully. Keywords: Directors, Fiduciary Duty, Business Judgment Rule, Limited Liability Company,   Abstrak Pihak utama yang dibebankan kewajiban fiduciary duty adalah direksi. Dalam UUPT Nomor 40 Tahun 2007 tidak mengatur secara khusus mengenai fiduciary duty tetapi mengatur prinsip-prinsip umumnya. Dari prinsip umum fiduciary duty makadireksi dalam mengurus perseroan harus memperhatikan kepentingan perseroan di atas kepentingan lainnya;direksi harus bertindak sesuai dengan maksud dan tujuan perseroan (intra vires), serta memperhatikan batasan dan larangan yang ditentukan UU dan anggaran dasar Perseroan. Dalam melaksanakan tugas sebagai direksi, diharuskan memiliki itikad baik (in good faith) dan tanggung jawab (in full sense of responsibility); Direksi harus melaksanakan tugasnya dengan rajin (diligently), penuh kehati-hatian (carefully), dan pintar serta terampil (skillfully). Kata kunci: Direksi, Fiduciary Duty, Business Judgement Rule, Perseroan Terbatas,

scholarly journals KONTRAK PERSEROAN TERBATAS YANG MENGANDUNG TINDAKAN ULTRA VIRES

2021 ◽  
Vol 4 (1) ◽  
pp. 79-82
Author(s):  
Yoel Bello ◽  
Zulkifli Makkawaru ◽  
Abd. Haris Hamid
Keyword(s):  
Board Of Directors ◽  
Limited Liability ◽  
District Court ◽  
Limited Liability Company ◽  
The Board Of Directors ◽  
The Right

Kegiatas usaha perseroan terbatas dilaksanakan oleh organ perseroan terbatas yaitu Direksi perseroan terbatas, Direksi dapat mewakili perseroan terbatas untuk melakukan kontrak dengan pihak terkait. Tindakan mewakili Perseroan Terbatas oleh Direksi harus sesuai dengan aturan sebagaiman dalam Undang-Undang No. 40 Tahun 2007 Tentang Perseroan Terbatas atau yang telah ditentukan dalam Anggaran Dasar Perseroan Terbatas. Apabilan tidakan Direksi Perseroan Terbatas  melaksanakan Kontrak yang dapat merugikan Perseroan karena bertentangan dengan Undang-Undang No. 40 Tahun 2007 Tentang Perseroan Terbatas atau yang telah ditatur dalam Anggaran Dasar Perseroan Terbatas maka kontrak yang dibuat mengandung Ultra Vires. Jika Direksi melakukan tindakan Ultra Vires maka sesuai dengan Pasal 61 Undang-Undang No. 40 Tahun 2007 tentang Perseroan Terbatas, kepada Pemegang sahan berhak mengajukan Gugatan terhadap Perseroan ke Pengadilan Negeri. Limited liability companies are carried out by Directors of limited liability companies. The directors can represent limited liability companies to enter into contracts with related parties. The act of representing a Limited Liability Company by the Board of Directors must be in accordance with the provisions in Law No. 40 of 2007 concerning Limited Liability Companies or those stipulated in the Articles of Association of Limited Liability Companies. If the actions of the Board of Directors of a Limited Liability Company implement a Contract that could be detrimental to the Company because it is contrary to Law No. 40 of 2007 concerning Limited Liability Companies or those stipulated in the Articles of Association of Limited Liability Companies, the contracts made contain Ultra Vires. If the Board of Directors carries out Ultra Vires actions, in accordance with Article 61 of Law No. 40 of 2007 concerning Limited Liability Companies, the shareholders have the right to file a lawsuit against the Company to the District Court.

scholarly journals PENCATATAN PERUBAHAN DIREKSI DI KEMENTERIAN TERKAIT SEBAGAI DASAR PENYELESAIAN SENGKETA KEWENANGAN DIREKSI

2020 ◽  
Vol 28 (3) ◽  
pp. 369
Author(s):  
Maleakhi W. Sitompul
Keyword(s):  
Human Rights ◽  
Board Of Directors ◽  
Limited Liability ◽  
Third Parties ◽  
Limited Liability Company ◽  
Legal Provisions ◽  
Starting Point ◽  
The Board Of Directors ◽  
The Right ◽  
A Company

Research on the recording of changes to directors in the relevant Ministry, namely the Ministry of Law and Human Rights, aims to examine whether the authorized Directors in a company are Directors registered at the Ministry of Law and Human Rights. In addition, it is also to examine whether the provisions of Law no. 40 of 2007 concerning Limited Liability Companies and / or the Company's Articles of Association is sufficient to resolve disputes of authority in the event of a dispute regarding the composition and number of directors in a company, which one has the right to act against other parties. Disputes regarding the composition and authority of the Board of Directors in a limited liability company often become disputes in court, even though Indonesia's positive legal provisions have provided clear and firm rules about who the Board of Directors can represent in and out of court. Based on research, it can be seen that the starting point is from the provisions in Law No. 40 of 2007 Articles 29 and 98, changes in the members of the board of directors can only be effective for third parties, as from the date the changes are recorded in the Company Register by the Minister of Law and Human Rights in accordance with Law No. 40 of 2007 Articles 29 and 98.

scholarly journals Regulation of Foreigner Stay Permit as Director of Limited Liability Company and Investor in Foreign Investment

2021 ◽  
Vol 8 (2) ◽  
pp. 89-100
Author(s):  
Tri Sutjiati ◽  
Ida Ayu Sadnyini
Keyword(s):  
Foreign Worker ◽  
Limited Liability ◽  
Foreign Workers ◽  
Limited Liability Company ◽  
Legal Certainty ◽  
Legal Research ◽  
Conceptual Approach ◽  
Presidential Decree ◽  
The Board Of Directors ◽  
Ideal Framework

Based to Article 10 Paragraph (1) on Regulation Ministry of Manpower Number 10 Year 2018 Concerning Procedure of Employ Foreign Worker says that employer of the foreign worker is not required to possess any EPP (working permit) to employ foreign workers who are shareholders with the position of the board of directors or board of commissioners, as it is stated before on Article 10 Paragraph (1) Presidential Decree No. 20 Year 2018 Concerning Foreign Worker. Nevertheless, the facility for investors to possess stay permits in Indonesia which is mentioned in Article 22 Paragraph (3), Regulation of Ministry of Justice and Human Rights Number 51 Year 2016 Concerning Change of Regulation Number 24 Year 2016 Concerning Technical Procedures for Application and Issuance of Visit Visas and Limited Stay Visas, says that the investor prohibited working. This study aims to investigate the procedure and the regulations that govern temporary stay permits of directors and foreign investors in Indonesia. The method used in this study is normative legal research and meanwhile, statute approach and conceptual approach are used as the approach of this study. The results of this study showed that 1) higher norms govern action, as to create lower norms, governs realization of action. Presidential Decree has a higher position in the hierarchy from Ministry Regulations. 2) ideal framework of statutory regulations shall consist of a balance portion of justice, legal certainty and finality.  

scholarly journals Responsibilities of the Board of Directors in the Bankruptcy of the Limited Liability Company

2020 ◽  
Vol 2 (1) ◽  
pp. 66
Author(s):  
Padriadi Wiharjokusumo ◽  
Novita Romauli Saragih
Keyword(s):  
Qualitative Analysis ◽  
Board Of Directors ◽  
Criminal Liability ◽  
Limited Liability ◽  
Company Law ◽  
Good Faith ◽  
Limited Liability Company ◽  
Full Responsibility ◽  
The Board Of Directors ◽  
Data Source

Article 97 paragraph (1) of the Company Law requires each member of the Board of Directors to be required in good faith and full responsibility to undertake the supervision of the company for the interests and business of the company. This implies the Board of Directors is liablefor each management and representation of the company in the company’s framework in pursuing its purposes and objectives.This  researchexaminesthe responsibilities of the board of Directors in the bankruptcy of the Limited Liability Company based on Law No. 40 of 2007. This research was conducted through a normative juridical approach.The  data  source  of  this  research  was  gained from the library study. Then  it  was  analyzed  using the qualitative  analysis  which depicts and dissects the significant information.The conclusion  of  this  research is  thatthe responsibilities of the Board of Directors in Bankruptcy Limited Liability Company based on Law No. 40 of 2007 comprises 2 (two) aspects, in particular; civil liability and criminal liability.

scholarly journals PENGATURAN KOMPETENSI KOMISARIS INDEPENDEN DALAM MEWUJUDKAN GOOD CORPORATE GOVERNANCE

2017 ◽  
Vol 6 (4) ◽  
pp. 417
Author(s):  
Ni Komang Putri Rahayu
Keyword(s):  
Corporate Governance ◽  
Capital Market ◽  
Research Method ◽  
Code Of Conduct ◽  
Limited Liability ◽  
Core Competency ◽  
Company Law ◽  
Limited Liability Company ◽  
Conceptual Approach ◽  
Good Corporate Governance

The objective of the research is to reveal the Competence of Independent Commissioners in realizing Good Corporate Governance. The research method used is normative juridical research method with conceptual approach, legislation and case approach. The result of the research shows that the Independent Competence of Independent Commissioners in achieving Good Corporate Governance means that the regulation of the competence and integrity requirements of independent commissioners in Good Corporate Governance, especially the competency requirements are regulated in Limited Liability Company Law and Capital Market Law which regulates core business competence and core competency behavior. Meanwhile, the integrity of an independent commissioner is regulated in a code of conduct that an independent commissioner must adhere to. Tujuan penelitian untuk mengetahui pengaturan Kompetensi Komisaris Independen dalam mewujudkan Good Corporate Governance. Metode penelitian yang digunakan adalah metode penelitian yuridis normatif dengan pendekatan-pendekatan konseptual, perundang-undangan dan pendekatan kasus. Hasil penelitian menunjukkan pengaturan Kompetensi Komisaris Independen dalam mewujudkan Good Corporate Governance dimaksudkan bahwa pengaturan syarat kompetensi dan integritas komisaris independen dalam Good Corporate Governance khususnya syarat kompetensi diatur dalam Undang-Undang Perseroan Terbatas dan Undang-Undang Pasar Modal yang mengatur mengenai kompetensi inti bisnis dan kompetensi inti perilaku. Sementara itu, untuk integritas komisaris independen diatur dalam code of conduct (pedoman perilaku) yang harus dipatuhi oleh komisaris independen.

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