scholarly journals THE BOARD OF DIRECTORS OF A BANKRUPT COMPANY’S CIVIL LIABILITY FOR OBTAINED TAXES

Cepalo ◽  
2021 ◽  
Vol 5 (2) ◽  
pp. 131-140
Author(s):  
NUKI NUKI
Keyword(s):  
Board Of Directors ◽  
Research Method ◽  
Civil Liability ◽  
Third Parties ◽  
Urea Fertilizer ◽  
Legal Principles ◽  
The Board Of Directors ◽  
Tax Payments ◽  
A Company ◽  
Legal Consequences

Sumber Urip Sejati Utama Ltd. is a company that runs in the fertilizer industry. Technically, Sumber Urip Sejati Utama Ltd.'s board of directors purchase urea fertilizer for the factory, then sold the urea fertilizer to consumers. As a urea fertilizer distributor, Sumber Urip Sejati Utama Ltd. should fulfil tax administration obligations, such as reporting tax payments and calculations. However, Sumber Urip Sejati Ltd.’s administration is highly engineered by the company’s directors because Sumber Urip Sejati Utama Ltd. is operating even though it is declared bankrupt. The situation escalades when the company is faced with unfulfilled tax obligation. Therefore, the main problem in this research is the director board of Sumber Urip Sejati Utama's Ltd. civil liability and legal consequences towards the tax in debt due to the board’s negligence. The research method used in this study is a normative juridical approach, which is an approach based on the primary legal material by examining theories, concepts, legal principles and legislation. The research elaborates that the civil liability of Sumber Urip Sejati Utama Ltd.’s director board towards the tax in debts is in a form of joint responsibility or responsibility. Moreover, the legal consequences faced by the director boards due to their negligence is that directors should bear all of the company's debts to creditors and third parties, to the extent of using the directors' assets to cover the losses.

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 PERLUASAN PENGATURAN PENGURUSAN PERSEROAN TERBATAS DALAM PEMBAHARUAN HUKUM PERSEROAN TERBATAS

2020 ◽  
Vol 8 (10) ◽  
pp. 1495
Author(s):  
Pande Putu Indahyani Lestari ◽  
I Gede Agus Kurniawan
Keyword(s):  
Board Of Directors ◽  
Research Method ◽  
Limited Liability ◽  
Company Law ◽  
Legal Research ◽  
Legal Entity ◽  
Study Results ◽  
The Board Of Directors ◽  
A Company

Tujuan studi ini untuk mengkaji perluasan pengaturan pengurusan perseroan terbatas dalam pembaharuan hukum Perseroan Terbatas. Dalam UUPT menyebutkan bahwa Direksi berwenang dan bertanggung jawab penuh untuk menjalankan pengurusan Perseroan. Studi ini menggunakan metode penelitian hukum normatif, yakni suatu penelitian menggunakan berdasarkan dengan pendekatan bahan hukum, baik hukum primer dan hukum sekunder. Hasil studi menunjukkan bahwa Direksi sebagai organ perseroan bertanggung jawab atas kepentingan Perseroan, apabila dalam suatu Perseroan tidak memiliki Direksi maka Perseroan tidak akan bisa berjalan atau beroperasional dengan baik selayaknya sebuah badan hukum. Kemudian dalam hal ini ketika masa jabatan Direksi sudah habis mengakibatkan terjadinya kekosongan kepengurusan Direksi, di dalam UUPT tidak ada yang mengatur manakala suatu Perseroan sudah tidak memiliki Direksi. The purpose of this study is to examine the expansion of management arrangements for limited liability companies in the legal renewal of Limited Liability Companies. The UUPT states that the Directors are authorized and fully responsible for carrying out the management of the Company. This study uses a normative legal research method, which is a research using based on the approach of legal materials, both primary and secondary law. The study results show that the Board of Directors as a corporate organ is responsible for the interests of the Company, if in a Company does not have a Board of Directors, the Company will not be able to operate or operate properly as a legal entity. Then in this case when the term of office of the Board of Directors has expired resulting in a vacancy in the management of the Board of Directors, in the Company Law no one regulates when a Company does not have a Board of Directors.

scholarly journals COMPANY NAME LENDING OF THE BOARD DIRECTORS TO THIRD PARTIES IN A COMPANY

2020 ◽  
Vol 1 (1) ◽  
pp. 35
Author(s):  
Sidrotul Akbar
Keyword(s):  
Board Of Directors ◽  
Research Methods ◽  
Limited Liability ◽  
Third Parties ◽  
Legal Research ◽  
The Board Of Directors ◽  
Board Directors ◽  
The Republic ◽  
A Company

The actions of the Board of Directors in the form of lending the name of the company to other people who have the capacity to take legal actions on behalf of the company are basically actions that are contrary to Law of the Republic of Indonesia Number 40 of 2007 concerning Limited Liability Companies. If it is done, then it normatively can be understood that the Board of Directors has been negligent in carrying out its duties and responsibilities in running the company. This research was conducted on the basis of the problem regarding the concept of borrowing the company name as an ultra vires act and an analysis of the responsibilities of the Board of Directors for ultra vires actions. This research uses normative legal research methods.

Implementing Reforms

2017 ◽  
Author(s):  
Nils Brunsson
Keyword(s):  
Board Of Directors ◽  
Government Service ◽  
Radical Reform ◽  
Administrative Reforms ◽  
The Board Of Directors ◽  
The Relationship ◽  
A Company

This chapter continues to analyze the relationship between decision and action using a case study on Swedish Rail (Statens Järnvägar, SJ). In February 1987, the board of directors of SJ met to consider a plan drawn up by an international consultancy company to implement a radical reform, the ‘New SJ’. The basic idea was to make the company more businesslike. SJ was to be run as a company and not as a government service, and its corporate aim was to be a profitable business. The chapter addresses the question of why reforms may be difficult to implement. It suggests that there are certain fundamental and common characteristics of administrative reforms which make them difficult to implement by nature.

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. 

Meetings of Members Ordered by the Court

2020 ◽  
Author(s):  
Leslie Kosmin ◽  
Catherine Roberts
Keyword(s):  
Board Of Directors ◽  
General Meeting ◽  
Financial Statements ◽  
Company Law ◽  
Constitutional Rights ◽  
Share Capital ◽  
The Board Of Directors ◽  
A Company

The two key organs of a company are the board of directors and the members of the company exercising their constitutional rights in a general meeting. Company law attaches great significance to the due convening of general meetings of shareholders. The general meeting is the forum for considering many of the essential matters relating to the company’s affairs including increasing or reducing the share capital of the company, changes to the memorandum or articles of association, alterations to the composition of the board of directors, considering the content of the company’s financial statements and approving dividends.

scholarly journals The Different Impact of Top Executives’ Turnover on Healthy and Restructured Companies

2021 ◽  
Vol 17 (1) ◽  
pp. 17
Author(s):  
Carla Morrone ◽  
Alberto Tron ◽  
Federico Colantoni ◽  
Salvatore Ferri
Keyword(s):  
Quantitative Analysis ◽  
Board Of Directors ◽  
Logit Model ◽  
Top Executives ◽  
Distressed Firms ◽  
The Board Of Directors ◽  
Management Changes ◽  
The Impact ◽  
A Company

The aim of this paper is to investigate if top executives’ turnover affects the performance of a company and if it differently impacts the performances of a healthy and a restructured company. In order to investigate the impact of the renewal of both members of the board of directors and CEO impacts on company profitability, we performed a quantitative analysis based on a sample of 144 Italian companies using a logit model. The findings show that management changes influence the performance of a company. However, the results show a different impact for healthy and restructured companies. The renewal of the board of directors negatively affects the performances of a healthy company while influences positively the probability of a future increase in performances for restructured companies, suggesting useful implications for scholars and practitioners. This analysis confirms that the renewal of top executives can affect the probability of an increase of company performances, especially for distressed firms, contributing to existing literature which is still limited and focused only on few countries.

scholarly journals Analisis Pengaruh Karakteristik Dewan Terhadap Manajemen Laba

2021 ◽  
Vol 4 (2) ◽  
pp. 159
Author(s):  
Sukiantono Tang ◽  
Shandy Shandy
Keyword(s):  
Earnings Management ◽  
Board Of Directors ◽  
Audit Committee ◽  
Stock Exchange ◽  
Sampling Technique ◽  
Annual Reports ◽  
Insurance Companies ◽  
Time Dimension ◽  
The Board Of Directors ◽  
A Company

This study aims to examine the effect of the characteristics of the board of directors on earnings management. Board characteristics are the most important part in the structure or governance of a company and government in limiting or preventing earnings management by a company manager. This study uses data from companies listed on the Indonesia Stock Exchange (IDX) which include annual reports from 2015 to 2019 except insurance companies, financial and banking institutions. Sampling of data was done by purposive sampling technique. This study combined the research object and one time dimension. This research was conducted using panel data regression test based on data that had been collected using SPSS and Eviews 10 software. The best model chosen for this research model was the Fixed Effect Model. The results showed that the board independent, board meeting, board of directors expertise, size of the audit committee, independent audit committee, audit committee meeting, audit committee expertise, leverage and big4 has no influence on the dependent variable earnings management. Then the size of the board of directors has a negative significant on earnings management. Meanwhile, company size and growth have a positive significant on earnings management.

15. Directors

2021 ◽  
pp. 406-453
Author(s):  
Derek French
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
Court Cases ◽  
Public Companies ◽  
Legal Principles ◽  
Corporate Governance Code ◽  
The Board Of Directors ◽  
The Uk ◽  
The Relationship

This chapter explores the role of directors in corporate governance. Rules on appointment and removal of a company’s directors are considered, followed by public disclosure of the names of directors and their work as a board, their remuneration and their powers of management. The chapter also considers the legal categorisation of directors, whether as fiduciaries, agents or trustees; the relationship between directors and shareholders of public companies; transparency; and general legal principles regarding the board of directors. Relevant legislation such as the Companies Act 2006 and the UK Corporate Governance Code, as well as particularly significant court cases, are mentioned.

The Role of the Chairman at Meetings of Directors

2020 ◽  
Author(s):  
Leslie Kosmin ◽  
Catherine Roberts
Keyword(s):  
Board Of Directors ◽  
Chief Executive Officer ◽  
Chief Executive ◽  
Board Meeting ◽  
Timely Manner ◽  
Management Decisions ◽  
The Board Of Directors ◽  
Important Position ◽  
A Company

It is usual for a valid board meeting to be chaired by one of the directors who will act as the chairman of the board. The chairman is the person who has control of the conduct of the meeting. The person who occupies the position of chairman of the board of directors holds an important position in the hierarchy of a company. It is the responsibility of the chairman to manage the board meeting and, in consultation with the chief executive officer and the company secretary, to set the agenda for board meetings. In managing a board meeting a chairman must ensure that all members of the board receive accurate and proper information in a timely manner so as to enable them to take informed management decisions.

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