scholarly journals Tanggung Jawab Promotor Perseroan Terbatas Terhadap Kontrak Pra Inkorporasi Di Indonesia

Media Iuris ◽  
2019 ◽  
Vol 2 (1) ◽  
pp. 127
Author(s):  
Xavier Nugraha ◽  
Ave Maria Frisa Katherina
Keyword(s):  
Human Rights ◽  
Research Methods ◽  
Limited Liability ◽  
General Meeting ◽  
Legal Action ◽  
Conceptual Approach ◽  
Legal Entity ◽  
Rule Out

Ratification of a legal entity based on the issuance of a Decree of the Minister of Law and Human Rights requires a process that is not brief. Meanwhile, corporation which has not been ratified as a legal entity does not rule out the possibility that the promotors of corporation will carry out legal actions in the name of corporation. This journal aims to provide an explanation of the extent to which the liability of corporation and promoters on contracts made before corporation becomes a legal entity. The research methods in this study are conceptual approach and statute approach. Law Number 40 of 2007 concerning Limited Liability Companies in Indonesia currently regulates the liability of promotors before corporation becomes a legal entity. From this journal, it will be known that liability which appears from pre-incorporation contract lies on promotor before corporation becomes a legal entity, but when the legal action has been approved by the General Meeting of Shareholders or has been stated in the deed of establishment, it will become corporate's actions, therefore the liability is also attached.

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

Yurispruden ◽  
2021 ◽  
Vol 4 (1) ◽  
pp. 86
Author(s):  
Abdul Rokhim
Keyword(s):  
Board Of Directors ◽  
Limited Liability ◽  
Third Parties ◽  
Legal Action ◽  
Limited Liability Company ◽  
Conceptual Approach ◽  
Legal Entity ◽  
The Board Of Directors ◽  
The Law

ABSTRACTThe Actions of the Board of Directors are legally qualified as the actions of the Company as a legal entity if carried out by the authority and objectives of the Company as stated in the company's articles of association. The actions of directors that are carried out outside the authority or beyond the authority(ultra vires)cannot be qualified as the actions of the company. As a result, such legal action is not binding on the Company and only binds the Board of Directors personally with third parties. The problems examined are the limits of authority of the Board of Directors according to the UUPT and the doctrine and concept of ultra vires directors. Types of normative juridical research with conceptual approach and statute approach. The actions of the board of directors as long as it is carried out within the limits of the authority granted by the law and the articles of association of PT(intra vires)are legally viewed as the actions of PT as a legal entity. Actions of the Board of Directors that are carried out outside the authority or exceed their authority as stipulated in the laws and articles of association of PT(ultra vires)the Board of Directors must be personally responsible with third parties.Keywords: Ultra Vires Action; Board of Directors; Limited Liability Company ABSTRAKTindakan 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. Permasalahan yang diteliti yaitu batas-batas kewenangan Direksi menurut UUPT dan doktrin dan konsep ultra vires direksi. Jenis penelitian yuridis normatif dengan pendekatan konsep (conceptual approach) dan pendekatan peraturan perundang-undangan (statute approach). Tindakan direksi sepanjang dilakukan dalam batas-batas kewenangan yang diberikan oleh undang-undang dan anggaran dasar PT (intra vires) secara hukum dipandang sebagai tindakan PT selaku badan hukum. Tindakan Direksi yang dilakukan di luar kewenangan atau melampaui kewenangannya sebagaimana diatur dalam undang-undang dan anggaran dasar PT (ultra vires) Direksi harus bertanggung jawab secara pribadi dengan pihak ketiga.Kata Kunci: Tindakan Ultra Vires; Direksi; Perseroan Terbatas

scholarly journals Tanggung Jawab Notaris Menggunakan Layanan Ditjen Ahu Online Dalam Hal Pendaftaran Akta Dan Pengesahan Badan Hukum

Acta Comitas ◽  
2020 ◽  
Vol 5 (3) ◽  
pp. 492
Author(s):  
I Gede Agus Yudi Suryawan ◽  
Dewa Nyoman Rai Asmara Putra
Keyword(s):  
Human Rights ◽  
Data Entry ◽  
Conceptual Approach ◽  
Legal Entity ◽  
Administration System ◽  
Directorate General ◽  
The Republic ◽  
Legal Administration ◽  
Legal Entities

In accordance with the Decree of the Minister of Justice and Human Rights Number M-05 HT.01.01 of 2002 concerning the Enforcement of the Legal Entity Administration System at the Directorate General of General Legal Administration of the Ministry of Justice and Human Rights of the Republic of Indonesia, determines that all legal entity settlements include the ratification of the deed of establishment PT, application for approval and submission of deed reports, amendments to articles of association, fiduciary registration, will registration, are carried out with the online Legal Entity Administration System. So the notary has the authority to register all these legal acts online. The purpose of this research is to find out the role of the Notary in registering deeds and legalization of legal entities through the Directorate General of AHU Online services and to find out the responsibilities of the Notary if there are problems in registering deeds and legal entity approval through the services of the Directorate General of AHU Online. This study uses a normative juridical research method using a statutory approach and a conceptual approach. The results of the research, namely, the role of the notary in registering deeds and ratifying legal entities is entering deed data, checking all deed data to avoid data entry errors and the notary has the responsibility if there is an error from the notary's office, the notary will make corrections at a cost of Notary, however in this regard there is still cooperation from the applicant regarding the required data.

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.

scholarly journals MODEL OF JUDGES SUPERVISION FOR INDONESIA INDEPENDENT JUDICIAL POWER IMPLEMENTATION

2017 ◽  
Vol 17 (1) ◽  
pp. 31
Author(s):  
Muhammad Fauzan ◽  
Riris Ardhanariswari ◽  
Ahmad Komari
Keyword(s):  
Code Of Conduct ◽  
Judicial Power ◽  
Legal Action ◽  
Conceptual Approach ◽  
Individual Group ◽  
Legal Entity ◽  
Ethic Code ◽  
The People ◽  
The Future ◽  
Constitutional System

Judges supervision in Indonesia’s constitutional system in the future will only be performed by Judicial Commission. Judicial Commission involves Judicial Commission, Provincial Judicial Commission and District/City Judicial Commission based on each authority. The research discusses model of judges supervision to implement an independent judicial power for the future Indonesia. This research is a normative juridical research with statute approach and conceptual approach. The results show Local Judicial Commission has duties and authorities to; First, monitor and surpervise Judges’ behavior. Second, receive report from the people related to the violence of Ethic Code and/or Judges Code of Conduct. Third, verify, clarrify, ad investigate report related to presumption of violation of Ethic Code and/or Judges Code of Conduct covertly. Fourth, take legal action and/or other actions to individual, group or legal entity that degrade the honor and dignity of Judges.Keywords: Judicial Commission, judicial power, supervision

scholarly journals Konseptualisasi dan Peluang Cyber Notary dalam Hukum

2019 ◽  
Vol 4 (1) ◽  
pp. 29
Author(s):  
Cyndiarnis Cahyaning Putri ◽  
Abdul Rachmad Budiono
Keyword(s):  
Limited Liability ◽  
General Meeting ◽  
Electronic Media ◽  
Electronic Equipment ◽  
The Other ◽  
Normative Study ◽  
Conceptual Approach ◽  
Electronic Form ◽  
Notary Public ◽  
And Storage

This paper aims to reveal the conceptualization and opportunity of the concept of the cyber notary as one of the other notary authorities as stated in the explanation of Article 15 Section (3) of Law Number 2 of 2014 concerning Amendments to Law Number 30 of 2004 concerning Position of Notary Public (UUJN). This paper is a normative study using the statute approach and conceptual approach. The concept of a cyber notary can be interpreted as a method for a notary in carrying out their duties and authorities by using electronic equipment (cyber), but their authority has limitations for the authority of certification of transactions conducted electronically. Opportunities for the concept of a cyber notary can be reviewed in the drafting of the results of the General Meeting of Shareholders based on Article 77 of Law Number 40 of 2007 concerning Limited Liability Companies and storage of the Notary protocol in electronic form. The application of cyber notary is still constrained by UUJN which has not yet opened up opportunities for deed making through electronic media.

scholarly journals Notary Responsibility to the Delay in Registration of Limited Liability Companies in Legal Entity Administration System (SABH) Ministry of Law and Human Rights In Accordance with Law Number 40 year 2007 concerning Limited Liability Companies

Jurnal Akta ◽  
2018 ◽  
Vol 5 (3) ◽  
pp. 729
Author(s):  
Meta Budiani ◽  
Amin Purnawan
Keyword(s):  
Human Rights ◽  
Data Analysis ◽  
Limited Liability ◽  
Limited Liability Company ◽  
Analysis Method ◽  
System Delay ◽  
Legal Entity ◽  
Administration System ◽  
Limited Company ◽  
Analytical Research

Limited Liability Company is an alliance of several people to conduct a business whose capital comes from shares owned by the members. Limited Liability Company in the current era is very much needed as the economic development. The method used was an empirical juridical method with descriptive analytical research specifications, while the data analysis method used was qualitative analysis. Based on the results of the research and discussion, it can be concluded that the delay in the registration of the establishment of a Limited Liability Company in the Legal Entity Administration System (SABH) of the Ministry of Law and Human Rights can be overcome by using the Confirmation deed on the previous deed of establishment. The delay in the registration of the establishment of a Limited Liability Company may be due to the delay in the process of making the Company's NPWP by its own Limited Company, or for other reasons which result in the date of registration cannot be registered with SABH and the previously purchased voucher has expired. Regarding the use of the affirmation deed, because of the previous deed of establishment had become an official and included in the notary protocol, the existence cannot be withdrawn. To avoid delays in registration, the notary should conduct socialization to clients who will carry out the process of establishing a Limited Liability Company.Keywords: Limited Liability Company; Legal Entity Administration System; Delay

scholarly journals The Constitutionality of State Authority Over Water Resources Management Based on Human Rights Principles

2021 ◽  
Vol 5 (1) ◽  
Author(s):  
Ricko Anas Extrada ◽  
Kamarusdiana Kamarusdiana
Keyword(s):  
Human Rights ◽  
Water Resources ◽  
Private Sector ◽  
Research Methods ◽  
The State ◽  
Constitutional Court ◽  
Conceptual Approach ◽  
Resources Management ◽  
Library Research ◽  
The People

This study aims to analyze the dichotomy of the implementation of privatization of water resources by the private sector that occurs in Indonesia and the responsibility for managing water resources by the state in terms of human rights principles. In accordance with the mandate of the constitution which is affirmed in Article 33 paragraph (3) that "Earth and water and natural resources contained therein are controlled by the state and used for the greatest prosperity of the people." This research uses normative legal research methods, while the approach used in this study is a statutory approach and library research methods as well as a conceptual approach that will be harmonized with statutory provisions. The results of this study indicate that the state has the responsibility in managing water resources in accordance with the mandate of the constitution to guarantee, protect and fulfill human rights to water. Water management by the private sector (water privatization) which is monopolistic, exclusive and materialistic is not in accordance with the spirit of the constitution and the basis of the Indonesian state. Moreover, based on the decision of the Constitutional Court which annulled the Water Resources Law, it obliges that the management of water resources be carried out by the state in order to realize social welfare.

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>

scholarly journals Roles and Responsibilities of Notary Under Transformation Business Institution from Commanditaire Vennootschap (CV) Become a Legal Entity Limited Liability Company (PT) (Study in Mataram City)

2021 ◽  
Vol 8 (7) ◽  
pp. 636
Author(s):  
Anita Fauziah ◽  
Muhammad Sood ◽  
Lalu Wira Pria Suhartana
Keyword(s):  
Limited Liability ◽  
Limited Liability Company ◽  
Process Change ◽  
Conceptual Approach ◽  
Legal Entity ◽  
Roles And Responsibilities ◽  
Sociological Approach ◽  
The Board Of Directors ◽  
Legal Consequences

This study aims to analyze the roles and responsibilities of a notary in the change of a CV business entity to a PT legal entity and the legal consequences of changing the CV business entity to a PT. This research is focused on Normative-Empirical research, using a statutory approach, a conceptual approach and a sociological approach. The results of this study, the role of the notary in changing the CV business entity to become a PT legal entity is to settle debt which is then used as a reference to determine the initial capital in PT. Make an announcement in the newspaper that the CV will be upgraded to a PT, the Notary submits an application to obtain a Ministerial decision regarding the legalization of a legal entity electronically and the Notary's responsibility in changing the CV business entity to a PT legal entity can be classified on the responsibility based on errors because the Notary is responsible for the process change from start to finish. Legal consequences that occur with changes. First, the change in status from a CV to a legal entity of PT. Second, the minimum paid-up capital. Third, unlimited responsibility. Fourth, if the CV in charge of managing the company and is personally responsible is a complementary partner. In the PT GMS, the Board of Directors and the Board of Commissioners. Fifth, related to ongoing engagements must still be completed by CV or PT and no transfer of engagement is carried out.

scholarly journals Transfer of Regional Government Stock in PT. Indotan Lombok Barat Bankit through Sircular Shareholder General Meeting

2019 ◽  
Vol 6 (1) ◽  
pp. 385
Author(s):  
Lalu Athfal Fikry ◽  
Salim Hs ◽  
Kurniawan Kurniawan
Keyword(s):  
Limited Liability ◽  
General Meeting ◽  
Regional Government ◽  
Cooperation Agreement ◽  
Conceptual Approach ◽  
The West ◽  
Legal Requirements ◽  
Legal Force

This study aims to analyze the transition of shares of Regional Government through Circular shareholders general meetings. Related to this matter, the regulation of share transfer through the Circular general shareholders meeting. This research is a type of normative research, with the approach used is a legal approach and a conceptual approach. Circular transfer of shares is clearly stipulated in article 91 of Law Number 40 of 2007 concerning Limited Liability Companies. That a decision outside the general meeting of shareholders approved by all shareholders is a "binding" decision. That is, the decision has the same legal force as the decisions of the general meeting of shareholders carried out physically and conventionally. Then the next arrangement is regulated in article 14 of the Cooperation Agreement between Indotan Lombok, Pte. Ltd., PT Puri Permata Mega, and West Lombok Regency Government Based on Notarial deed Number AHU-AH.O1.10-09847. If in the analysis of the agreement theory, this agreement has fulfilled the legal requirements of an agreement. The implementation was carried out with evidence that PT Puri Permata Mega had transferred its shares to PT Indotan Lombok, Pte. Ltd. This is evidenced by the agreement of Indotan Lombok, Pte, Ltd and the West Lombok Regency Government.

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