General Meeting Of Shareholders Research Articles

The Legitimacy of Authentic Deeds Read by a Notary via Teleconference

Purpose:A notary is a public official who must provide services to the community; it is desired to be included in responding to the progress of the times, especially those related to the use of technology through teleconferences. Teleconference is a human association or association that is carried out at a far radius using electronic means.Methodology:The type of research used is normative legal research. The object under study is legal norms, namely related to norms contained in article 16 paragraph (1) letter (m) UUJN-P confirms that a notary must be physically present and sign the deed in the presence of appearers and witnesses. In fact, with technological advances that are very supportive, appearers and witnesses may not be physically present, for example, by holding a teleconference.Findings:The results of this study are that the formality of an authentic deed read by a Notary via teleconference media via video is valid and must have completed parameters related to evidence so that the norm of proof is explained, namely that a proof given at trial is valid as evidence, fulfilling all formal and material aspects.Implication:Regarding the deed that is permitted to use video conferencing media in the form of a general meeting of shareholders (GMS), where the parties are not required to be present at the preparation of the deed, it is enough to be replaced by someone to come to the notary. The signing of the deed in this era of digitalization has yet to have full proof.

Problematic of Implementation of Electronic GMS on Deeds Made by Notaries

The study reviewed the development of the digital era in the legal field, especially The Electronic General Meeting of Shareholders (GMS), which is ruled by law. The problem formulation was how the electronic GMS, according to positive law in Indonesia, and how the impact on the notarial deed related to its implementation. The method used by the researcher was normative and library study based on the primary material (legislation), secondary material (scientific works, journals, books, documents, and other literature), and tertiary legal materials (legal dictionaries). The study results were that E-GMS is effective today, then regulated in Art 77 UUPT and PJOK Number 16/Pojk.04/2020, so that the Limited Liability Company members can carry out the GMS as usual without being physically present to break the chain of the Covid-19 pandemic. Although the e-GMS arrangements have been regulated in the legislation, the lex specialist derogat lex generalist principle cannot be ignored; article 16 paragraph (1) letter (m) and Article 18 UUJN are still prioritized so that the electronic deed of the GMS cannot be carried out or will resulting in the legal force of the proof being a private deed.

The Change of Directors by New Shareholders After Acquisition Under the Limited Liability Company Law

The dismissal or replacement of a company's board of directors has become a frequently discussed thing in the business world. A new shareholder replaces the board of directors or the shareholder rejects the board of directors' accountability report as a reason for the replacement of the board of directors. The Board of Directors is an important part of a company. This study aims to discuss the position of directors, the process of dismissal or replacement of directors, and compensation due to directors been replaced. This study uses a normative juridical method. This study concluded that the directors are organs of the company not workers in the company. The relationship between directors and companies is based on the Limited Liability Company Law, the Capital Market Law, and the Anti-Monopoly and Business Competition Law. This relationship does not refer to the Labor Act. The position and process of replacing the board of directors based on the Limited Liability Company Law. Fired directors may receive compensation as stipulated in the agreement between the board of directors and the company. The Company can be represented by the board of commissioners as agreed in the General Meeting of Shareholders.

Juridical Analysis of GMS Electronic Policy (E-GMS) on the Morality of Notary Responsibilities

This research emphasizes the development of an increasingly modern era and affects various sectors that have an impact on various professions, for example; Notary Public. The electronic rules for the General Meeting of Shareholders (e-GMS) trigger doubt when a Notary wants to carry out his duties and authorities in terms of making a relaas deed. The problem of this research is how are the rules of e-GMS according to Law No. 2 of 2014 concerning the Position of a Notary against a Notary and what are the legal consequences for the morality of a Notary who violates the regulation? The research method used is normative and literature study based on primary materials (laws), secondary materials (scientific works, journals, books, documents, and other literature), and tertiary legal materials (legal dictionaries). The results of this study indicate that the e-GMS rules are contrary to the law of notary, in particular Article 18 which states the domicile and area of the office, and that Notaries who commit violations must be legally and morally responsible.

Application Of Acquit Et De Charge In Removal Of Liability Of The Board Of Directors Of A Limited Company

The Indonesian people demand the form of a Limited Liability Company because of legal certainty in the form of limited liability, providing convenience for the owner (shareholder) to transfer his company by selling all the shares he owns in the company. Where there is a clear separation between ownership and management (power); therefore, to be able to run the company, there is management called the Company Organ, and it is divided into 3 (three) parts: the Board of Directors, the Board of Commissioners, and the General Meeting of Shareholders. The Board of Directors has dominant authority in the management and representation of the company inside and outside the court. With great authority, there is also significant risk. The Board of Directors is very vulnerable to being sued and prosecuted in court; this condition makes the Board of Directors worry about taking steps. The doctrine of acquit et de charge, which is implicit in Law Number 40 of 2007 concerning Limited Liability Companies (Perseroan Terbatas/PT), still does not provide adequate protection for the personnel of the Board of Directors. This study aims to describe legal certainty in the application of acquit et de charge as an effort to protect the Company's Board of Directors. This research is descriptive of the type of juridical-normative research. The type of approach used is the statutory approach and the conceptual approach. However, in reality, there is no legal certainty in Indonesia applying to acquit et de charge.

Juridical Review Invitation of General Meeting of Shareholders (GMS) at PT. Main Partner Grace (Analysis of Central Jakarta District Court Decision Number 108/Pdt.P/2014/PN.JKT.PST.)

This study uses normative legal research using statutory approaches (Statute Approach) and case approaches (Case Approach) and data collection in this study uses library research (Library Research). In this study there are 3 (three) main points of discussion. First, the summons for the General Meeting of Shareholders (GMS) by the shareholders at PT. Mitra Utama Award is in accordance with the provisions of the Limited Liability Company Law. Second, regarding the consideration of the panel of judges, it has fulfilled the principles of legal certainty and justice. Third, the legal consequences of the Board of Directors not holding a General Meeting of Shareholders and violating the fiduciary duty principle where if a loss occurs due to negligence by the Board of Directors, the Board of Directors is fully responsible personally and jointly. For this reason, it is hoped that the settlement of this case is through deliberation efforts and following the regulations in the implementing regulations of Law Number 40 of 2007 concerning Limited Liability Companies.

Inconsistency Between the Function and Position of the Board of Directors Under the Limited Liability Company Law and the Function and Position of the Board of Directors in Charge of Compliance Under the Circular Letter of the Financial Services Authority for Rural Banks in Indonesia

Rural Banks (RB) have corporate organs consisting of the General Meeting of Shareholders, the Board of Directors, and the Board of Commissioners. The appointment of the Board of Directors and Commissioners is carried out by the General Meeting of Shareholders which is made in writing. The compliance function is a series of preventive actions or steps to ensure that the policies, provisions, systems and procedures, as well as the business activities carried out by RBs are in accordance with the regulations of the Financial Services Authority and other laws and regulations. In a RB there are members of the Board of Directors who take care of compliance issues. Furthermore, there will be a conflict of interest if the provisions governing the position of the Compliance Director are found to be incompatible. This discrepancy can be overcome if RBs apply the principle of Lex Superior Derogat Legi Inferiori (high rules beat lower rules). The discrepancy may also be subject to a material review, particularly on the Circular Letter issued by the Financial Services Authority No. 6/SEOJK03/2016, as well as the existence of an internal regulation for RBs that re-regulates the authority of the Board of Directors. Keywords: Board of Directors, Function and Position, Financial Services Authority, Rural Bank

Legal Liability of the Liquidator for Settlement of Assets and Legal Entity Status due to the Dissolution of the Limited Company

A limited liability company has legal responsibility for all consequences arising from legal actions taken during the company’s activities. When a limited liability company is dissolved, it must carry out various settlements and responsibilities which is called a liquidation process. The liquidation process begins with the determination of the Extraordinary General Meeting of Shareholders’ (GMS)’s decision, which will then be continued with the completion of the company by registering, and disbursing the company’s assets which are distributed to parties entitled to own shares. And deletion of company status. During the liquidation period, a person will be appointed as a liquidator as a person who has the right to lead and carry out the settlement process until the legal entity status ceases. The liquidator also has responsibilities for the payment of payment obligations and third settlements that must be made as well as other settlements that need to be made during the current period. However, in fact, many do not understand the legal sanctions for the dissolution of a limited liability company and the consequences of not carrying out the liquidation stage. The purpose of this study is to explain the legal consequences of the dissolution of the company and the obligations of the liquidator in managing assets and legal status in this company, the liquidator has an important role in the process. From disbandment. Therefore, it is necessary to study how the liability of the liquidator in the stage of property settlement and the abolition of the legal entity status in the limited liability company is dissolved. This research’s method is descriptive qualitative which describes the phenomena that occur then analysis and security.
 Keywords: dissolution, limited liability company, liability, liquidator

Re-Appointment of Directors and Commissioners in the Same Position in a Limited Liability Company

A limited liability company (PT) or Naamloze Vennootschap (NV) is a legal entity to run a business that has capital, with the organs of the company being the General Meeting of Shareholders (GMS), Directors, and Commissioners. Based on the explanation of Law Number 40 of 2007, the appointment of the Board of Directors is the authority of the GMS. The Board of Directors has the authority to represent the company both inside and outside of the court. Likewise, the Board of Commissioners is also the authority of the GMS. The Board of Directors has the authority to supervise the company which is carried out by the Board of Directors. Directors and Commissioners are appointed for a certain term of office in accordance with the Articles of Association and/or the decision of the GMS. If their term of office has expired, the Directors and Commissioners can be reappointed. The GMS can, however, decide at any time to get rid of the Board of Directors and Commissioners.

TANGGUNG JAWAB HUKUM DIREKSI TERHADAP KERUGIAN PERUSAHAAN DALAM PENGURUSAN PERSEROAN TERBATAS

The Board of Directors as the organ of the PT is to represent the interests of the PT as an independent legal subject. This is because PT is the cause of the existence (raison d'etre) of the board of directors, because if there is no PT, then the board of directors will never exist. The problems that will be examined are 1. Why do losses occur in the company due to the management of PT?, 2. What is the role of the Board of Directors in managing company losses in the management of a limited liability company? The research method used is normative juridical. The occurrence of losses in the management of PT is caused by froud carried out by the directors, Fraudulent Financial Reporting, Company errors, the Company does not yet have legal instruments in the form of work management. Abuse of Authority of the Board of Directors. The role of the Board of Directors on company losses in managing a limited liability company as described and described, their duties as management of the company have the authority determined and limited by: 1. Legal provisions (Law No. 40 of 2007 and other related laws); 2. Company's Articles of Association; 3. GMS (General Meeting of Shareholders); 4. The “Ultra Virres” Doctrine; 5. Fiduciary Duty Principle. A Director who acts outside the provisions and limitations above, means that he has departed from the legal principle of representation and is qualified to have committed an act of abuse of authority

Perspektif UUPT Terkait Asas Hukum Terang dan Tunai Perjanjian Jual-Beli Saham

There are still many who do not use the deed of sale and purchase of shares as proof of the transfer of rights and only use the Deed of Minutes of the General Meeting of Shareholders. The formulation of the problem in this study is how to regulate the sale and purchase of shares, is it legal if there are parties who carry out the sale and purchase of shares before a notary but do not implement the clear and cash legal principles, what efforts can be made by the seller if the shares have switched but the buyer has not carry out their obligations. This study uses descriptive methods through normative juridical and empirical juridical approaches to obtain secondary data. The results of the study indicate that the regulations that specifically regulate the procedure for buying and selling shares or transferring rights to shares are UUPT no. 40 of 2007 concerning Limited Liability Companies (PT) and also the Articles of Association of Limited Liability Companies, namely:1. Done by Deed of Transfer of Rights; 2. Submission of Deed to PT; Recording and Notification by the Board of Directors. 3. The Board of Directors also notifies the change in the composition of shareholders to the Minister of Human Rights to be recorded in the register of PT. The sale and purchase of share transfers must comply with clear and real principles so that there are no lawsuits arising in the future.

The Role of the Notary Honorary Council on the Confiscation of Minutes of Deed by Police Investigators

The purpose of this study was to identify and analyze the role of the notary honorary council in the confiscation of the minutes of deed by the Southeast Sulawesi regional police investigators. And to find out and analyze the process of examining a criminal case allegedly carried out by a notary with the offense of entering false information in an authentic deed. The research method usedis a sociological juridical method. The sociological juridical research method is legal research that uses secondary data as initial data which is then continued with primary data in the field or on the community, examines the effectiveness of a ministerial regulation and research that wants to find a relationship (correlation) between various symptoms or variables, as a data collection tool consists of from the study of documents or library materials and interviews. The results of this study found that: first, the Regional Notary Honorary Council from the results of the examination by the examining council could not give approval for the confiscation of the minutes of the notary deed but gave permission to the investigator to take a photocopy of the minutes of the notary deed. Second, from the results of the examination by the examining board, there was also no offense of entering false information into the minutes of the deed. Even from the results of the examination it was also found that the complainant did not question the contents of the deed, but what was questioned was his absence at the General Meeting of Shareholders (GMS), and in the minutes of the GMS there was the signature of the reporter which indicated that the reporter was present at the GMS and the Reporting Party itself was also present.

Keabsahan Akta Pendirian Perseroan Terbatas Terkait Tidak Dicantumkannya Masa Jabatan Direksi

There are numerous ventures that are existed in the business world one of the example is Limited Liability Companies. The establishment of a Limited Liability Company has own terms set forth in the law number 40 of 2007 concerning Limited Liability Companies The articles of association are the goals of the company. Limited companies must consider a special budget in accordance with UUPT 40/2007 so as not to cause problems for interested parties.Limited companies organs make up of the General Meeting of Shareholders, the Board of Directors, and the Board of Commissioners. The Board of Directors is the most important organ in the Limited Liability Company because the Board of Directors may represent the Limited Company inside and outside the court. This important role has consequences on the importance of determining the members of the Board of Directors as stated in the Articles of Association whether or not it is authorized to represent a Limited Liability Company. The Articles of Association governing an unspecified term of office of the Board of Directors are contrary to the Law of Limited Liability Companies. This resulted in the law provision being null and void.

Keabsahan Akta Pendirian Perseroan Terbatas Terkait Tidak Dicantumkannya Masa Jabatan Direksi

There are numerous ventures that are existed in the business world one of the example is Limited Liability Companies. The establishment of a Limited Liability Company has own terms set forth in the law number 40 of 2007 concerning Limited Liability Companies The articles of association are the goals of the company. Limited companies must consider a special budget in accordance with UUPT 40/2007 so as not to cause problems for interested parties.Limited companies organs make up of the General Meeting of Shareholders, the Board of Directors, and the Board of Commissioners. The Board of Directors is the most important organ in the Limited Liability Company because the Board of Directors may represent the Limited Company inside and outside the court. This important role has consequences on the importance of determining the members of the Board of Directors as stated in the Articles of Association whether or not it is authorized to represent a Limited Liability Company. The Articles of Association governing an unspecified term of office of the Board of Directors are contrary to the Law of Limited Liability Companies. This resulted in the law provision being null and void.

Keabsahan Akta Autentik Dari Risalah e-RUPS PT Terbuka Melalui Aplikasi eASY.KSEI

The The implementation of e-GMS in public company (PT) can be carried out with an application called eASY.KSEI which according to the provisions requires that it be made in the form of an authentic deed. Hence this study discusses, first, whether the authentic deed originating from the minutes of the e-GMS of Public Company through the eASY.KSEI Application complies with the provisions of Law No. 40 of 2007 on Limited Liability Companies? second, how is the validity of the authentic deed made from the e-GMS of public company minutes through the eASY.KSEI Application. The type of research used is normative law with statutory and conceptual approaches. The results of this study conclude, first, the form of minutes of meetings made in the eASY.KSEI application is not in accordance with the Limited Liability Company Law, but the minutes have been specifically regulated in accordance with the provisions of the Republic of Indonesia Financial Services Authority Regulation No. 16/POJK.04/2020 on Implementation of Electronic General Meeting of Shareholders of Public Companies; and secondly, the validity of an authentic deed will be fulfilled if the formal and material requirements are fulfilled as stipulated in the provisions of the Notary Office Law.

PERAN NOTARIS DAN KEABSAHAN AKTA RUPS YANG DILAKSANAKAN SECARA ELEKTRONIK

This study discusses the role of the Notary in carrying out his position in establishing a "relaas" certificate regarding the E-GMS that must be carried out in layers of loyal rules as regulated in Law no. prohibit the 2014 chapter on the Amendment to Law Number 30 of 2004 chapter on Notary Positions and related Financial Services Authority Regulations. This is an advantage to prevent the birth of the onslaught of a Notary in carrying out his position, including helping to submit a legalization of how to multiply his clients. The case that is appointed as part of this analysis is the assistance of a notary in an Electronic General Meeting of Shareholders (E-GMS) in Indonesia following the Law on Notary Positions and the Regulations of the Financial Services Authority and the Legality of the Deed of Relaas part of the Deed of Minutes concerning the General Meeting of Shareholders. Shares held Electronically are listed. The result of part analysis in this analysis is that the Notary in the Implementation of the GMS is domiciled in the establishment of the Deed of the GMS, where the establishment of the poison certificate is carried out without being accustomed to being attended by a Notary. The deed listed can be made part in the form of a Deed of Parties/Deed of Partij with the form of a Statement of Decisions of the General Meeting of Shareholders, or the certificate as well as poison can be made part in the form of an Official Deed/Relaas with the form of Minutes of GMS as part of the GMS section followed by a Notary. With the existence of OJK Regulation Number 16/POJK.04/2020, the GMS can be conducted electronically and the Notary provisions strengthen the E-GMS certificate as part of the Deed of Minutes of the E-GMS Meeting. In addition, the Relaas Deed with the form of the Indigenous E-GMS Minutes of Deed followed the method and involved multiplying the rubber aspect as complicated as justifying the particle of the pledge of the Authentic Deed in advance of Article 1868 of the Civil Code, the GMS which was held electronically, the provisions were stated to be added to the Relaas Deed in the form of the E-GMS Minutes Deed, even though the arrangement was not stated. proficiently and boldly the part in the relevant POJK.

The Urgency Of The Organization And Legitimacy Of The Digitalization Of The General Meetings Of Shareholders Of The Limited Liability Company During The Covid-19 Time In Review Of The Ius Constitutum

Limited Liability Company is a legal entity of capital partnership that is engaged in business with authorized capital which is fully divided through shares. The purpose of a limited liability company is to run a business with capital divided into shares in which the shareholders have a stake in carrying out legal actions without being responsible for themselves regarding agreements in the company. One of the organs in a limited liability company that also has an important role is the General Meeting of Shareholders. Oftentimes, the General Meeting of Shareholders is crowned as the most vital organ of a limited liability company because it has the authority that other limited company organs do not have, such as the Board of Directors and the Board of Commissioners. The rapid development of Covid-19 has hampered the holding of the GMS which was previously carried out in person but has now become virtual via teleconference media due to the physical distancing policy. Article 77 Paragraph 1 of Law Number 40 of the Year 2007 and POJK Number 16/POJK.04/2020 is a breakthrough to accommodate the online General Meeting of Shareholders of Limited Liability Companies. Based on this description, this research is aimed at knowing and analyzing the new arrangements for the General Meeting of Shareholders in Limited Liability Companies, especially in its implementation after Covid-19 hit Indonesia. The research method used is normative juridical law research, namely by collecting secondary legal data consisting of secondary and primary legal materials. Data collection techniques are carried out by studying facts, documents, and books related to the problems studied. The implementation of the digitization of the GMS can generally be carried out either through teleconference media, video conferences, or other electronic media that allows all participants to interact and participate efficiently in meetings.

The Framework for and Analysis of Good Corporate Governance Scoring in State-Owned Enterprises (SOEs): The Substance of Government Policy on Corporate Management

The current study aims to develop the framework for corporate governance and to assess the corporate governance scoring trend based on R-MBU/2012 in publicly traded SOEs. The study adopts mixed qualitative-quantitative methods. The qualitative method is based on grounded theory and interpreted by way of constructivist approach, whereas the quantitative method uses the technique of descriptive statistics. The data were obtained from R-MBU/2012; the sample consists of 18 SOEs listed on the Indonesia stock exchange. The results identify the relationship between variabilities in the roles of shareholders, the General Meeting of Shareholders, Board of Commissioners (BOC), Board of Directors (BOD), corporate commitment and culture, and information disclosure as the determining indicator of the level of good corporate governance implementation. Five banking companies, 2 manufacturing companies, and 3 companies in service industry are all scored ‘very good’ for the implementation of good corporate governance. However, other companies scored ‘good’, ‘fair’, and ‘poor’, respectively

MANAGEMENT MODEL OF ILLEGAL LOGGING CONFISCATED GOODS AT RUPBASAN INSTITUTIONS IN THE PROVINCE

Management of confiscated illegal logging goods in general has been regulated by the Decree of the Director General of Corrections Number E2.UM.01.06 of 1986, and has been completed by Decree of the Director General of Corrections Number E1.35.PK.03.10 of 2002 concerning Implementation Guidelines and Technical Instructions for the Management of Confiscated Objects The State and the State's Loot in Rupbasan. The same thing is also regulated in Article 44 of the Criminal Code which states "confiscated goods are deposited at the General Meeting of Shareholders". However, the implementation of the confiscation of illegal logging itself, both found and confiscated timber is regulated in the Ministry of Forestry Regulation Number: P.48/Menhut-II/2006 concerning Guidelines for the Implementation of Auction of Finding, Confiscated and Looted Forest Products. The specific objectives of this study are to identify and analyze the management arrangements for confiscated illegal logging goods at the Rupbasan in Aceh Province and the management of confiscated illegal logging goods at the Rupbasan in Aceh Province. acceptance, research, registration, storage, maintenance, transfer, rescue, security, release and deletion as well as reporting. This is in accordance with the Decree of the Director General of Corrections Number E1.35.PK.03.10 of 2002 concerning Implementation Guidelines and Technical Guidelines for the Management of State Confiscated Goods and State Loot at Rupbasan which is a refinement of the Decree of the Director General of Corrections Number E2.UM.01.06 of 1986 . The unavailability of facilities and infrastructure in the form of warehouses at Rupbasan in Aceh is a problem experienced by Rupbasan in the management of confiscated goods from illegal logging, and the wide working area of Rupbasan agencies in Aceh is a separate problem in the management of confiscated goods from illegal logging. The Government is advised to provide adequate warehouses for storing confiscated goods at the Rubsahan in Aceh, and to establish a minimum of 5 (five) Rupbasan agencies with working areas of 4 to 5 districts/cities.

Notary Criminal Liability on the Fictional General Meeting of Shareholders (Gms) Deed

This study aims to examine and analyze the responsibility of the Notary to the Fictitious General Meeting of Shareholders (GMS) which was made not in accordance with the existing legal rules. This research is a normative legal research that is descriptive in nature with a statutory approach and a case approach. The sources of legal materials used are primary legal materials and secondary legal materials. The results of this study are based on Decision Number 69/Pid.B/2016/PN.Plk the judge gave his legal considerations by stating that the notary or the defendant had violated Article 266 paragraph (1) in conjunction with Article 55 paragraph (1) of the 1st Book of the Law. Criminal Law (hereinafter referred to as the Criminal Code) and must be held criminally responsible for his actions because there has never been a meeting between shareholders and a notary. Notaries in carrying out their duties and positions are regulated in Law Number 30 of 2004 concerning Notary Positions, as amended by Law Number 2 of 2014 concerning Amendments to Law Number 30 of 2004 concerning Notary Positions which are special provisions or lex specialis. In this case, the notary's actions are categorized as having fulfilled the criminal elements in the Criminal Code which are general provisions or lex generali. Therefore, every notary cannot be separated from sanctions if he violates the applicable laws and regulations.