Transfer Shares of Shareholders Whereabouts Are Unknown to a Limited Liability Company: (Study Approach the Concept of Expiration)

Abstract

Aims and scope. This research aims to know the legal status of shares in a limited liability company if the shareholder's whereabouts are unknown in the case of PT APCKP and PT Sun Toy and to analyze the concept of transferring shares in a limited liability company if the shareholder's whereabouts are unknown which provides legal certainty. Method. The form of prescriptive research with statutory and conceptual approaches, using normative juridical methods where the legal materials used are sourced from laws and regulations, books, legal writings and journals, as well as dictionaries or encyclopedias. Using a qualitative method of analysis by interpreting the legal materials that have been processed. The results of the research show that (1) Unknown shareholders in a PT have implications for the existence and validity of the PT, in this case disrupting the quorum at the RUPS, transferring shares becomes difficult because approval from unknown shareholders cannot be obtained, hampering the process of dissolving the PT, and can affect the ownership and control structure of the PT. The request through the court for the unknown shareholder to be determined in a state of absence (afwezigheid) made by PT APCKP and PT Sun Toy, does not provide legal certainty because the concept of absence (afwezigheid) cannot be applied in the case of transfer of rights to shares, which creates ambiguity and is prone to causing new legal problems;(2) KUHPerdata has regulated people whose whereabouts are unknown or have disappeared, in this case the Balai Harta Peninggalan will be appointed as the party that will manage the assets left by the owner. Furthermore, it has also regulated that property rights can be lost if they have expired, which is also adopted in the provisions of the UUPT 2007 regarding the expiration of profits (dividend). When looking at these two concepts, when applied in the transfer of rights to shares owned by unknown shareholders, the concept of expiration is more efficient and provides legal certainty compared to the concept of absence (afwezigheid).