Transfer Of Company Assets By Directors Without The Approval By The GMS: A Comparison With Malaysia

Abstract

PT, in carrying out its daily business activities, is represented by appointed people, namely people who occupy the position of directors and company officials, the Board of Directors has broad authority to ensure that the company will run adequately and properly as the intent and purpose stated in the deed. One of the authorities of the board of directors is to transfer the assets of PT, but in UUPT, this authority is limited by the approval of the GMS. The type of research used is normative legal research, which centres on evaluating how well the rules or norms are applied in relevant favourable legislation. To gain insight into various aspects of the legal issues studied in this research using a statute approach and comparative approach with Malaysia. The results in this study are First, although the board of directors has the authority to transfer the assets of the PT, it is limited as in article 102 paragraph (1) letter an of the Company Law where transferring the help of the PT more than 51% of the net assets of the PT during the year must be approved by the GMS. Second, if the directors transfer assets exceeding the limitations of article 102 paragraph (1) letter a of the Company Law, it will become the personal responsibility of the directors or not the responsibility of the PT. Third, when compared to Malaysia, the authority of the directors in the transfer of assets in Indonesia is greater than in Malaysia, where the directors in the Companies Act 2016 must obtain GMS approval if the transfer of assets is more than 25% of total assets.