scholarly journals NIEMIECKA USTAWA O SPÓŁCE Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ – NAJNOWSZE ZMIANY

2017 ◽  
Vol 8 (2) ◽  
pp. 191
Author(s):  
Aleksandra Gawrysiak-Zabłocka
Keyword(s):  
German Law ◽  
Limited Liability ◽  
Case Law ◽  
Company Law ◽  
Complex Case ◽  
Limited Liability Company ◽  
The European Union ◽  
Legal Regime ◽  
Limited Company ◽  
German Parliament

The German Private Limited Liability Act – Recent ChangesSummaryThe Gesellschaft mit beschränkter Haftung (GmbH – Private Limited Company) is the most popular organizational form for businesses in Germany – numbering almost one million entities. Nevertheless, few changes had been made since its inception in the late 19th century, leading to complex case law. Moreover, in the famous Centros case the ECJ decided that a businessperson may legally incorporate his or her business anywhere in the European Union, even if this happens for the sole reason of avoiding a stricter national corporate regime. As a result many Germans decided to establish company in U.K. because Ltd. legal regime was by no means more transparent and accessible than the GmbH legal regime (no requirement of minimum share capital). In such a situation, after long discussions, German parliament adopted Gesetz zur Modernisierung des GmbH-Rechts und zur Bekämpfung von Missbräuchen (MoMiG – Law for the Modernisation of the German Limited Liability Company Law and the Prevention of Misuse) which came into force on the 1 November 2008. In the article some of the most important features of the new GmbH-Recht are analyzed. Changes in German law could be an important inspiration for Polish legislator since the discussion on how to make Polish spółka z ograniczoną odpowiedzialnością more competitive and how to prevent abuse of company law is currently underway in our country.

scholarly journals PERKEMBANGAN TANGGUNG JAWAB PEMEGANG SAHAM PERSEOAN TERBATAS DALAM UNDANG-UNDANG NASIONAL MENGGANTIKAN HUKUM WARISAN KOLONIAL

Yustitia ◽  
2018 ◽  
Vol 4 (1) ◽  
pp. 1-15
Author(s):  
Acep Rohendi
Keyword(s):  
Personal Responsibility ◽  
Limited Liability ◽  
Company Law ◽  
Limited Liability Company ◽  
East Indies ◽  
The Third ◽  
Commercial Code ◽  
Limited Company ◽  
Piercing The Corporate Veil ◽  
Dutch East Indies

Law No. 40 of 2007 concerning Limited Liability Companies (UUPT) revokes Law Number 1 Year 1995 concerning Limited Liability Companies (UUPTL). This UUPTL replaces the provisions of a limited liability company inherited from the Dutch East Indies contained in the Commercial Code (KUHD) stipulated in the Third Section concerning Limited Liability Companies starting from Article 36 to Article 56 KUHD. The shareholders who are regulated in the UUPTL and the KHUD are not personally responsible for the agreements made on behalf of the Company and are also not responsible for the Company's losses in excess of the value of the shares they have. The KUHD also states that shareholders are not responsible for more than the full amount of their shares. Its development after being determined by the Company Law in 2007, the responsibility of the shareholders is not absolutely valid. The liability is unlimited and personal responsibility is fully imposed on the shareholders of the limited company in the 2007 Company Law. If the shareholders of a limited company violate or fulfill the elements stipulated in Article 3 paragraph (2) of the Company Law, or known as the Piercing The Corporate Veil principle (disclosure of the company's veil). This development is a sanction to shareholders of a limited liability company, which in the previous provision was unknown.

scholarly journals Minimum Authorized Capital After the Enactment of Job Creation Law: Status Quo, Controversies, and Road Ahead

Lentera Hukum ◽  
2021 ◽  
Vol 8 (1) ◽  
pp. 1
Author(s):  
Kania Jennifer Wiryadi ◽  
Bayu Novendra
Keyword(s):  
Job Creation ◽  
Limited Liability ◽  
Capital Requirements ◽  
Company Law ◽  
Limited Liability Company ◽  
Minimum Capital ◽  
Business Units ◽  
Minimum Capital Requirement ◽  
Limited Company ◽  
Authorized Capital

In a limited liability company, capital becomes one of the primary elements. However, the regulation regarding capital in Indonesia has changed several times, as its latest concern on the enactment of the omnibus bill on Job Creation Law in 2020. This paper discussed the following problems. First, what are the status quo and the development of regulations regarding minimum capital requirements in Indonesia? Second, what are the pros and cons of minimum capital requirement regulations and their developments in other countries? Third, what is the minimum capital requirements regulation that suits the conditions in Indonesia? This paper used legal research, emphasizing literature study. In so doing, the data were analyzed with the deductive method to construct conclusions. This paper showed that each limited liability company from the 1995 Limited Company Law, the 2007 Limited Company Law to the Job Creation Law had various minimum capital requirements provisions that lasted to its abolishment under the Job Creation Law. In this context, the initial policy on the minimum capital requirement was to protect creditors. In practice, however, this policy was not effective because of many other effective alternatives to protect creditors, by encouraging transparency in corporate transactions and offering easy access to corporate information. The dominance of micro and small business units in Indonesia (99% of business units) explained the urgency of eliminating minimum capital requirements regulations. The elimination of minimum authorized capital requirements was a tremendous effort to strengthen micro and small enterprises. KEYWORDS: Limited Liability Company, Job Creation Law, Company Law.

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 Limited Liability Companies in the Slovak and European Legal Context

2018 ◽  
Vol 11 (40) ◽  
pp. 256-268
Author(s):  
Lenka Vačoková
Keyword(s):  
Future Development ◽  
Limited Liability ◽  
European Parliament ◽  
Limited Liability Company ◽  
European Area ◽  
Legal Provisions ◽  
Legal Context ◽  
Commercial Code ◽  
Limited Company ◽  
The Future

Abstract This paper analyses provisions of a Limited Liability Company under the Slovak Commercial Code, mainly conditions governing the process of foundation and incorporation of the company and the structure of company bodies. Legal provisions of the Limited Liability Company are primarily compared with Private Limited Company by Shares established according the Companies Act 2006 and secondarily with proposal for a Directive of the European Parliament and of the Council on single-member Private Limited Liability Companies. The result of the research is a comparison of the Slovak and the British legislation and an effort to predict the future development of Private Limited Liability Companies in the European area.

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.

scholarly journals Network Analysis and the Use of Precedent in the Case Law of the CJEU – A Reply to Derlén and Lindholm

2017 ◽  
Vol 18 (3) ◽  
pp. 687-694 ◽  
Author(s):  
Jens Frankenreiter
Keyword(s):  
Network Analysis ◽  
German Law ◽  
Case Law ◽  
The European Union ◽  
International Courts ◽  
Court Of Justice ◽  
The Social ◽  
Interesting Contribution ◽  
Citation Practice ◽  
Acceptable Method

During the last decades, social network analysis has been established as a key technique in a number of disciplines in social science. Its main promise is that it provides tools for researchers to take into account the social context of individual entities or actors. Legal scholars, by contrast, have only recently started to make use of these tools. Nowadays, one particularly prominent application is the use of network analysis to analyze the citation networks of different national and international courts. The contribution by Derlén and Lindholm published in this issue of theGerman Law Journalforms part of this trend. It is the latest in a series of papers studying citations in the case law of the Court of Justice of the European Union (CJEU). Unlike the authors' previous contributions, the paper specifically addresses the use of precedent by the CJEU and assesses the merits of criticism in the literature arguing that the citation practice of the CJEU lacks an acceptable method. The paper provides novel insights into the use of precedent by the CJEU and thus makes an interesting contribution to the emerging scholarship investigating the decision-making of the CJEU by means of quantitative analysis. At the same time, the design of the research raises severe doubts about whether the authors succeed in providing a conclusive response to the critics of the CJEU's citation practice.

Die Kompetenzen innerhalb der GmbH bei der Sanierung im Schutzschirmverfahren

2019 ◽  
Author(s):  
Patrick Wunder
Keyword(s):  
German Law ◽  
Minority Shareholder ◽  
Point Of View ◽  
Company Law ◽  
Insolvency Law ◽  
Strategic Option ◽  
Limited Company ◽  
Insolvency Proceedings

Especially due to the possibility of incorporating measures under company law into an insolvency plan drawn up in protective proceedings pursuant to Section 270b of InsO (Germany’s insolvency regulations), insolvency proceedings have been seen as a strategic option for an insolvent GmbH (the German equivalent of a limited company) since the ESUG (the German law intended to facilitate company restructuring) came into effect in 2012. However, the ‘Suhrkamp’ case has revealed that insolvency proceedings can turn out to be a ‘horror scenario’, particularly from the point of view of a non-executive (minority) shareholder. Whether this is actually the case also depends on the extent to which shareholders can influence a company’s restructuring in insolvency plan proceedings. In this book, the author therefore examines the extent to which there is a shift in the distribution of responsibilities under company law in the respective stages of such insolvency proceedings. He shows that insolvency law should not have comprehensive priority over company law.

scholarly journals Kepastian Hukum Jumlah Modal Dasar Pendirian Perseroan Terbatas Setelah Berlakunya PP Perubahan Modal Dasar Perseroan Terbatas

Acta Comitas ◽  
2020 ◽  
Vol 5 (2) ◽  
pp. 340
Author(s):  
Ida Bagus Putra Pratama ◽  
I Made Dedy Priyanto
Keyword(s):  
Research Method ◽  
Government Regulation ◽  
Limited Liability ◽  
Company Law ◽  
Limited Liability Company ◽  
Legal Certainty ◽  
Legal Research ◽  
Conceptual Approach ◽  
Basic Capital ◽  
Before And After

Research on legal certainty the amount of basic capital establishment of limited liability company based on the norms of conflict between article 32 paragraph (1) of the limted liability company law concerning "the limited liability company capital of at least Rp 50,000,000.00" with article 1 paragraph (3) of government regulations The limited liability of the company's capital of limited liability concerning "the founding capital of the company is determined by agreement”. 2 problem are formulated: (1) What is the form for deposit of stock capital on the provisions of article 33 of the limited liability company law, (2) How is the legal certainty of the number of basic capital of the limited liability After the validity of government regulation change of the limited liability company. This purpose research is finding form of the deposit of stock capital and the basic capital of the limited liability company before and after enforcement of government regulation of limited liability of the company. The legal research method used normative legal research method with statute approach and conceptual approach. Capital deposits of shares can be made in the form of money and other forms of immovable tangible objects such as land and intangible objects in the form of bill of Rights; and arrangements regarding the underlying capital applicable in the establishment of the limited liability company is Article 1 paragraph (3) of government regulation of the limited liability of the company.

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 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.

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