MENGENAL DOKTRIN DAN PRINSIP PIERCING THE CORPORATE VEIL DALAM HUKUM PERUSAHAAN

2018 ◽  
Vol 1 (2) ◽  
pp. 380-399
Author(s):  
Sandra Dewi
Keyword(s):  
Legal Status ◽  
Limited Liability ◽  
Corporate Law ◽  
Company Law ◽  
Fiduciary Duty ◽  
Legal Form ◽  
Business World ◽  
Company Directors ◽  
Piercing The Corporate Veil ◽  
Business Entities

Business entities in the business world are well-known that are already in the form of companies or those that are not yet companies. Based on its legal form, the company is divided into two, namely companies with legal status and those that are not legal entities. As an independent legal entity pursuant to Article 3 paragraph (1) the Limited Liability Company Law stipulates that the responsibility of PT shareholders is limited to the value of shares held in the company. Economically, the element of limited liability of the company's shareholders is an important factor as a motivating bait for the willingness of prospective investors to invest in the company. The formulation of the problem in this paper is: 1) how the piercing doctrine of the corporate veil in corporate law and 2) how to apply the principle of piercing the corporate veil in Indonesia. The type of writing used in this writing is a type of normative legal research. The doctrine of piercing the corporate veil in corporate law can be seen from: a) piercing the corporrate veil; b) the doctrine of fiduciary duty; c) self dealing transaction doctrine; d) doctrine corporate opportunity; e) doctrine businnes judgment rule; f) ultra vires and intra vires. Application of the Piercing Principles of the Corporate Veil in Indonesia: a) company shareholders; b) company founder; c) company directors; and d) commissioners of limited liability companies.

scholarly journals Mewujudkan Keharmonisan Undang-Undang Perseroan Terbatas dalam Pendirian Perseroan Daerah

2020 ◽  
Vol 22 (2) ◽  
pp. 363-378
Author(s):  
Teuku Ahmad Yani ◽  
Teuku Muttaqin Mansur
Keyword(s):  
Legal Status ◽  
Limited Liability ◽  
Company Law ◽  
Regional Government ◽  
Limited Liability Company ◽  
Legal Basis ◽  
Liability Law ◽  
The Law ◽  
The Government ◽  
Business Entities

Tujuan penelitian ini adalah menganalisis asas lex spesialis terkait dengan keharmonis-an Undang-Undang Perseroan Terbatas dalam Pendirian Perseroan Daerah. Perusahaan perseroan daerah merupakan salah satu badan usaha dari sejumlah badan usaha yang dikenal dalam sistem hukum di Indonesia. Ciri khas hukum perusahaan di Indonesia, masing-masing jenis perusahaan diatur dengan undang-undang yang terpisah. BUMD diatur dengan Undang-Undang Pemerintah Daerah, sedangkan perseroan terbatas diatur dengan Undang-Undang Perseroan Terbatas. Penelitian ini menggunakan metode yuri-dis normatif, dengan mendalami upaya harmonisasi hukum. Hasil penelitian menunjuk-kan bahwa perseroan daerah pada dasarnya juga perseroan terbatas yang dapat dimiliki sepenuh sahamnya oleh satu pemerintah daerah, namun dalam UUPT, tidak diakomodir sebagai perseroan terbatas dengan saham tunggal dapat didirikan oleh satu pemerintah daerah. Namun dalam praktiknya sebagian notaris berupaya melakukan terobosan yang kemudian diakui oleh pemerintah dengan memberikan status badan hukum pada perseroan yang didirikan sepenuhnya oleh satu pemerintah daerah sebagai satunya pendirinya Perseroda. Hal ini, menimbulkan pertanyaan hukum, apakah landasan hukum yang dapat digunakan oleh notaris dan pemerintah untuk menerobos UUPT untuk memenuhi kaedah yang terdapat dalam Undang-Undang Pemda. Bringing the Harmony of the Limited Liability Law in the Establishment of Regional Company The purpose of this study is to analyze the lex specialist principle related to the harmony of the Law on Limited Liability Companies in the establishment of regional companies. Regional company is one of business entities in Indonesia legal system. The characteristic of company law in Indonesia is each type of company regulated by a separate law. BUMD (regional company) is regulated by the regional government law while limited liability company is regulated by UUPT. This study uses a normative juridical method, by exploring efforts to harmonize the law. The results showed that the regional company is basically also a limited liability company that can be fully owned by regional government, but based on the company law, it is not accommodated as a limited liability company because the company has only a single share which is one local government. However, in practice some of notaries tried to make a breakthrough which was later recognized by the government by giving legal status to regional company. This raises the question of what legal basis can be used by notaries and the government to break through the company law so that it meets the methods contained in the regional government law.

scholarly journals Some Current Problems with the Regulation of Limited Liability Companies in Serbia

2020 ◽  
Vol 1 (1) ◽  
pp. 131-145
Author(s):  
Vladimir Marjanski ◽  
Attila Dudás
Keyword(s):  
European Union ◽  
Legal Status ◽  
Limited Liability ◽  
Company Law ◽  
The European Union ◽  
Legal Form ◽  
Legal Norms ◽  
Legal Forms ◽  
A Company

In Serbia, the legal status of limited liability companies (LLCs; društvo sa ograničenom odgovornošću, d.o.o.) is for the most part regulated by the Companies Act (Zakon o privrednim društvima). All four basic legal forms of company are regulated by this Act. Unlike in Austria and Germany, there are no special laws on LLCs and joint stock companies (JSCs). Regulating all legal forms of a company with the same act, including procedures for their liquidation, status changes (acquisition, merger, division, and spin-off), and changes of legal form, may be considered a conceptual shortcoming of the regulation relating to LLCs and of company law in Serbia in general. A specific law would enable legislators to tailor detailed rules pertaining only to LLCs, in which all peculiarities of this legal form of companies might be better addressed. Furthermore, there are relatively numerous legal norms applicable to JSCs, the appropriate application of which is can be legally extended to LLCs. However, most of them are not conceptually applicable due to the different nature of JSCs and LLCs. In addition, company law will have to undergo significant changes in upcoming years due to the process of accession of Serbia to the European Union and the fulfilment of the conditions contained in chapter 6 of the accession negotiations pertaining to company law.

scholarly journals The Linkage of the Board of Directors and the Status of Aviation Industry Licensing Law

2017 ◽  
Vol 3 (1) ◽  
pp. 1
Author(s):  
LESTARI NINGRUM
Keyword(s):  
Legal Status ◽  
Limited Liability ◽  
Third Party ◽  
Aviation Industry ◽  
Limited Liability Company ◽  
Basic Capital ◽  
The Status ◽  
Business Entities ◽  
Capital Intensive ◽  
Made In

Aviation business is a capital intensive and high risk in terms of safety. Legislation in force in Indonesia requires enterprises should cost in the form of a limited liability company that is obliged to deposit the basic capital of 500 billion rupiah. The capital cannot be made in working capital which is useful for the collateral to a third party. The regulations for a limited liability company are to be established by at least 2 people. The purpose of this research is to analyze the linkage of the board directors and the status of aviation industry licensing law. The position of the legal status of business entities where shareholder is only one person is to be studied in this descriptive study. The result shows that the airlines company should provide the capital risk and high insurance of the third party. UUPT also has given the authority of the shareholders (who owns 20 % of the share) to be decision makers in the company. However, without independent surveillance, it is possible that the shareholders do some mistakes in making decisions. Some mistakes are related to the policy, the using of authorized capital, and others. Aviation business is a capital intensive and high risk in terms of safety. Legislation in force in Indonesia requires enterprises should cost in the form of a limited liability company that is obliged to deposit the basic capital of 500 billion rupiah. The capital cannot be made in working capital which is useful for the collateral to a third party. The regulations for a limited liability company are to be established by at least 2 people. The position of the legal status of business entities where shareholder is only one person is to be studied in this descriptive study.

scholarly journals Tanggung Jawab Atas Kebijakan Yang Diterapkan Oleh Perusahaan Induk Kepada Perusahaan Anak Yang Berakibat Pada Timbulnya Suatu Kerugian

Acta Comitas ◽  
2020 ◽  
Vol 5 (1) ◽  
pp. 172
Author(s):  
Made Gede Niky Sari Sumantri
Keyword(s):  
Legal Status ◽  
Limited Liability ◽  
Legal Liability ◽  
Corporate Law ◽  
Parent Company ◽  
Third Party ◽  
Group Company ◽  
Know How ◽  
Company Group ◽  
Parent Companies

Liability to the parent company for policies implemented by subsidiaries that result in losses with third parties is a major problem in the practice of group. This problem This problem is due to absence of legislation that specifically regulate of the company group, the regulatory framework of the realationship the parent and it’s subsidiaries in the group companies is use Corporate Law. The incorporation of the company’s subsidiary in the group does not abolish  the legal status of a subsidiary. Parent companies in the group company contractions have immunity over the implementation of the principle of limited liability. the purpose of writing this journal is to know, how is the assignment legal liability to the parent company for the policies applied to the subsidiary companies resulting in a loss to a third party and how to anticipate control without legal liability the parent company for its policies that impact the economic insecurity of the subsidiary in the construction of group companies. The research that the author uses is normative legal research. From this research, assigning legal liability to the parent company through the implementation of policies implemented by the subsidiary is certainly seen from the fault that cause losses. One effort that can be done to anticipate control without legal liabilty of the parent companies it’s Make Charter Corporate Relations and Between Subsidiaries or make agreement control between the parent company and subsidiary.

scholarly journals The financial condition of selected enterprises from the Świętokrzyskie voivodeship during the COVID-19 pandemic – A survey analysis

2021 ◽  
Vol 9 (6) ◽  
pp. 46-50
Author(s):  
Daria Moskwa-Bęczkowska
Keyword(s):  
National Court ◽  
Limited Liability ◽  
Computer Assisted ◽  
Accounting System ◽  
Survey Analysis ◽  
Legal Form ◽  
Financial Condition ◽  
Financial Liquidity ◽  
Business Entities ◽  
Cost Accounting System

Purpose of the study: This article aims to assess the financial condition of selected enterprises from the Świętokrzyskie Voivodeship during the ongoing COVID-19 pandemic. Methodology: The article presents the results of proprietary surveys on the usefulness of the economic entities' cost accounting system to manage their costs in the conditions of the COVID-19 pandemic. These studies were carried out using the Computer-Assisted Web Interview method. Economic entities from the Świętokrzyskie voivodship with an entry in the National Court Register were invited to the survey via email. They were commercial law companies, mainly limited liability companies, joint-stock companies, etc. Main Findings: The main conclusion from the conducted research is the statement that the difficult economic situation of the market sector in Poland does not always translate into the financial condition of enterprises. The common opinion about the financial problems of Polish companies caused by the COVID-19 pandemic turns out to be wrong. The examined economic entities do not struggle with the issue of losing financial liquidity at all. On the contrary, over 40% of them indicated an improvement in the financial result in 2020 compared to 2019. Applications of this study: The results of the conducted research confirm that the COVID-19 pandemic in Poland did not significantly worsen the financial situation of the surveyed business entities; on the contrary, the vast majority of them do not and have had no problems with maintaining financial liquidity. The originality of this study: The analysis of the literature on the subject showed that there is no data on the assessment of the financial condition of enterprises in the conditions of the COVID-19 pandemic, taking into account at the same time the organizational and legal form of the studied entity and the area of ​​its operation.

The legal status of participants who create medicines in the national innovation system

2021 ◽  
pp. 22-28
Author(s):  
Stanislav Vasyliev
Keyword(s):  
Higher Education ◽  
Legal Status ◽  
Innovation System ◽  
Scientific Research ◽  
National Innovation System ◽  
Institutions Of Higher Education ◽  
State Support ◽  
Legal Form ◽  
Research Institutes ◽  
Business Entities

Formulation of the problem. Carrying out scientific research in the field of creating innovative medicines is the key to the competitiveness of pharmaceutical enterprises in the internal Ukrainian and world markets. Proper legal regulation of the legal status of business entities and scientific institutions that create medicines should become a guarantee of state support for scientific research in this area. Recent research on the topic. The scientific works of V.M. Pashkova, I.S. Voronina, M.V. Bunyak and other researchers are devoted to certain problems of innovative activity in the sphere of medicine circulation. At the same time, the problems of the legal status of participants in the national innovation system who create new medicines have not found their coverage in the scientific literature. The purpose of this research is to determine the legal status of participants in the national innovation system, who create medicines. Article’s main body. The scientific research is devoted to the determination of the legal status of the participants of the national innovation system who create medicines. Legislative and by-laws, statistical information posted on the official websites of authorities, publications of researchers who studied innovative activities in the field of medicine circulation were studied. It is stated that the development of innovative medicines can be carried out by research institutes, institutions of higher education and pharmaceutical manufacturing enterprises. Medicines productions are created in the organizational and legal form of private and state enterprises, business entities. Research institutes and institutions of higher education have legal form of organization. These institutions are subordinate to either the Ministry of Education and Science, or the Ministry of Health Protection, or the National Academy of Medical Sciences, or the State Service for Medicines and Drug Control of Ukraine. Among the conditions for obtaining a license for the medication production there is no requirement for a laboratory to create new medicines at the enterprise. Requirements for such a laboratory are not provided for in legislative and bylaws. Conclusions and prospects for the development. The author proposes definitions of “medicine developer” and “innovative pharmaceutical organization”. The features of the pharmaceutical enterprise innovativeness, in our opinion, are the presence of a scientific department in the structure of the enterprise and the registration of an innovative project by this enterprise in the prescribed manner. The consolidation of these definitions in the legislation of Ukraine may be important for obtaining state support for scientific research on the new medicines creation.

Partners in a Limited Liability Company Will Be Jointly Liable If It Is Not Registered in the Commercial Register and the Words "Limited Liability" Are Not Added To Its Name in Business Dealings

1995 ◽  
Vol 10 (4) ◽  
pp. 363-366
Keyword(s):  
Legal Status ◽  
Limited Liability ◽  
Company Law ◽  
Abu Dhabi ◽  
Limited Liability Company ◽  
Commercial Company ◽  
A Company

AbstractThe Abu Dhabi Court of Cassation held that a company and the partners therein will be jointly liable even if the company was a limited liability company, if the partners or the manager of the company failed to register the company with the Commercial Register as a limited liability company and publish a Memorandum and Articles of Association of the company according to the Commercial Company Law. The Abu Dhabi Court of Cassation further held that if the company failed to declare the legal status of a limited liability company and to print the words "limited liability company" on its letterheads, and its office name plate, the partners therein will be jointly liable as a partnership.

Research of Legislation and Practice for Piercing the Corporate Veil under New Companies Act in China

2012 ◽  
Vol 488-489 ◽  
pp. 1243-1247
Author(s):  
Guang Shu Gu
Keyword(s):  
Burden Of Proof ◽  
Limited Liability ◽  
Company Law ◽  
Judicial Interpretation ◽  
Judicial Practice ◽  
Corporate System ◽  
Legitimate Interests ◽  
Piercing The Corporate Veil ◽  
Corporate Personality

Pierce the corporate veil rules together with the company's independent personality constitutes a complete, rigorous corporate system. Pierce the corporate veil rules as part of a corporate system, and improve its position in the supplement, which is the balance between corporate interests of shareholders and creditors of the company's results. Pierce the corporate veil rules apply to particular legal relationship, it is by denying the company's independent personality behind the company investigated for abuse of corporate personality and limited liability of shareholders independent of the liability of shareholders. Make up the deficiencies inherent in the corporate system to protect the legitimate interests of creditors of the company. Pierce the corporate veil in order to achieve the value of the rules of fairness and justice, our country should be based on the theory from abroad. With China's judicial practice, judicial interpretation and give full play to the role of a typical case, a reasonable allocation of the burden of proof. Prudential rules applicable to pierce the corporate veil and do advance prevention. Try to avoid piercing the corporate veil applies the rules to further improve the new company law in China under the rule of piercing the corporate veil.

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.

Legal and Theoretical Foundations of the Business Corporation

2019 ◽  
pp. 3-84
Author(s):  
Carsten Gerner-Beuerle ◽  
Michael Schillig
Keyword(s):  
Limited Liability ◽  
Corporate Law ◽  
Company Law ◽  
Business Corporation ◽  
Legal Personality ◽  
Modern Business ◽  
Historic Development ◽  
The Subject ◽  
National Boundaries ◽  
Theoretical Foundations

In accordance with comparative law methodology, the chapter seeks to define and delineate in functional terms the subject matter of this book. It aims to provide a workable conception of ‘business corporation’ and ‘company law’ that transcends national boundaries. The modern business corporation (or company) is a comparatively recent phenomenon that emerged in the nineteenth and twentieth centuries. Its rise is linked with the development of the modern nation state and capitalism. Despite a growing interest in comparative company law scholarship, most lawyers still approach the subject with preconceptions formed by their own domestic corporate law experience. This can be problematic given that major differences in typology, historical development, regulatory framework, and legal characteristics remain. Consequently, this chapter discusses the concepts and terminology used in this context in common law and civil law systems, explores separate legal personality and limited liability as defining properties of the business corporation, provides an overview of the historic development of the business corporation and of corporate (law) theory, and analyses the sources of domestic corporate law.

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