General Meeting Of Shareholders Research Articles

LEGAL IMPLICATIONS ON THE AUTHORITY OF REGIONAL GOVERNMENTS ON THE MANAGEMENT OF REGIONAL COMPANIES IN THE FLOBAMOR OF EAST NUSA TENGGARA LIMITED COMPANY

This paper describes the efforts to strengthen regional revenue from separated regional assets, after the local government investment through the Limited Liability Company Flobamor as a RegionallyOwned Enterprise in strengthening the source of Regional Original Income in East Nusa Tenggara Province. This paper is the result of research with the formulation of the main problems (1) What are the legal implications of the existence of local government authority on the management of regional companies in the Flobamor Limited Liability Company, East Nusa Tenggara? and how are the efforts to overcome the legal implications for the management of regional companies in the Limited Liability Company, Flobamor, East Nusa Tenggara? The research method used is descriptive legal research with the type of normative-empirical legal research or applied law research. It was found that the regional government of East Nusa Tenggara as the shareholder was the General Meeting of Shareholders, because according to the rules of the Limited Liability Company, the Regional Government as the General Meeting of Shareholders was not submitted to the Directors and Commissioners of the Flobamor Limited Liability Company so it was difficult to find significant regional revenue. It was also found that the fundamental thing that local governments have is a strategic position in decisions to make capital participation, increase and decrease capital and share company profits. Meanwhile, regional company capital originating from separated regional assets results in a permanent investment of capital from the regional government without any efforts to maximize local revenue through the limited liability company in the Flobamor area of East Nusa Tenggara. It is hoped that supervision from the regional legislature and the community will immediately control regional capital participation through the Flobamor Regional Limited Liability Company, East Nusa Tenggara.

Sanctions Against the Board of Directors who do not Implement the Decisions of the General Meeting of Shareholders (GMS)

The General Meeting of Shareholders that held by PT. Cengkeh Zanzibar concerning limited liability companies is not appropriately implemented by the parties concerned. In this matter, the Directors do not implement the GMS decision, which resulted in losses to the company. This study is written to discover the responsibility of the Directors from some losses to the company. The methodology of this study is normative juridical, which also with some interviews. This study concludes that the Main Director is willing to resign and looking for the new one.

Acquit Et De Charge to the Responsibilities of the Management of Limited Liability Companies

The form of a limited liability company is the most widely used form of economic activity today. In the General Meeting of Shareholders, the Managements and Commissioners in realizing the accountability for what they have done in one financial year, are obliged to submit an annual report. With the approval of the annual report responsibilities from the Board of Directors, the Managements gets et de (release and settlement). This research uses the statutory approach method and the conceptual approach method with data collection by means of literature study, namely studying and systematically analyzing, books, scientific works, and legislation. The result of this research is that the principle of acquit et de charge does not eliminate the Managements from criminal responsibility. This can be seen from Article 155 of the Limited Liability Company Law and there is no guarantee that this principle can free oneself from criminal responsibility against the Board of Directors. However, with the Business Judgment Rule (BJR) as a legal protection which has the condition that as long as the Managements prioritizes the principle of prudence, good faith and full responsibility.

RESPONSIBILITY OF THE BOARD OF DIRECTORS ON IMPLEMENTATION OF COMPANY WHEN CONFLICT WITH COMMISSIONERS

Limited Liability Company hereinafter referred to as Company is a legal entity which is a capital partnership. It is established based on an agreement to conduct a business activities with authorized capital. This is entirely divided into shares or individual legal entities which all meet the criteria for Micro and meet the requirements set out in The Law on Limited Liability Companies and its implementing regulations (Law Number 11 of 2020 regarding Job Creation) which changes several definitions of Limited Liability Companies as regulated in Law Number 40 of 2007 (hereinafter referred to as UUPT). The research method used in this writing is a normative legal research method which analyzes the problem through an approach to legislation, theory and applicable principles. Talking about the applicable provisions in the important organs of the Limited Liability Company. The Limited Liability Company Organ itself is a Group of Organs consisting of the General Meeting of Shareholders (hereinafter referred to as GMS), the Board of Directors, and the Board of Commissioners. Among the three organs of a limited liability company, the directors have full authority over the company. Based on the provisions of Article 1 paragraph (5) of the Company Law, “The Board of Directors is an organ of the Company which is authorized and fully responsible for the management of the Company for the benefit of the Company in accordance with the aims and objectives of the Company and represents the Company both inside and outside the court in accordance with the provisions of the articles of association”. Besides that, in a company, the board of directors is the party who has the most important role, both in managing the company, managing it, and advancing it. The Board of Directors is appointed by the GMS, as referred to in Article 94 paragraph (1) of the Company Law, that; “Members of the Board of Directors are appointed by the GMS.” And further paragraph (3) members of the Board of Directors are appointed for a certain period of time and may be reappointed.

The Role of Video Conference During Pandemic Times: A Case of General Meeting of Shareholders (GMS) to Reduce the Spread of the Covid-19 Virus

Pandemic times are difficult and full of adjustments, where every sector of daily life activity changes. Changes that seem so significant can be seen from the limitation of social activities in the community, conventional activities with face-to-face and virtual face-to-face. Virtual communication is also implemented in holding the General Meeting of Shareholders (GMS) via video conference in order to reduce the spread of the Covid-19 virus. This article uses a normative juridical research method, namely research on the principles of positive law written in legislation by collecting data from secondary data. The results of this research from this article include: First, the holding of the GMS during this pandemic was carried out using video conferencing in two ways, namely through the Depository and Settlement Institution with an Open Company which has a private system in accordance with the latest Regulation issued by OJK No. 16/POJK.04/2020. Second, the legal certainty of this GMS has been tested, the output of the GMS is in the form of an electronic document or written in an Authentic Deed and can be used as a means of proof in court, so that the Limited Liability Company can choose one of them.

Shareholder activism in Indonesia: revisiting shareholder rights implementation and future challenges

PurposeThis paper aims to elaborate on the extent to which the Indonesian legal framework has provided room for shareholder activism and the extent to which shareholder activism has been implemented in Indonesia.Design/methodology/approachThis study combines normative and empirical legal research methods. Indonesian laws and regulations are analyzed aside from the analysis of empirical data and court decisions on shareholder activism implementation.FindingsIndonesian laws and regulations have accommodated shareholders’ activism and shareholders have started to rectify mismanagement and abuse of power that causes loss to the company through derivative lawsuits. Despite this, Indonesian shareholders are still passive, shown by the number of questions asked in the general meetings of shareholders despite the high attendance percentage. Shareholders have also formed associations to gather more influence on the company’s decision-making process.Research limitations/implicationsThe empirical observation in this study was limited to LQ45 companies of the February to July 2021 period. This study can be useful to improve corporate governance and corporate communication in a company to encourage higher participation of individual/minority shareholders. This study also serves as an extension to numerous studies on shareholder protection, corporate governance and corporate law in Indonesia.Originality/valueStudy on shareholder activism in Indonesia is still rare, despite the rising urgency of company supervision and monitoring to prevent mismanagement. To fill in that gap, this research hopes to initiate discussion on shareholder activism in relation to shareholder protection, corporate governance and corporate law implementation.

A Research on the Revitalization of the General Meeting of Shareholders

지금까지는 소액주주들이 시간 및 장소적 제약으로 인하여 주주총회의 투표에 참석률이 저조하였다. 전자투표제도의 실시를 의무화하여 보다 많은 소액주주들이 자신의 권리를 행사할 수 있는 기회를 제공하여야 한다. 주주들의 주주총회 참여율을 높이고 주주친화적인 경영문화를 이룩하기 위해서는 현장주주총회 위주의 관행에서 벗어나 전자주주총회가 활성화되도록 제도 개선이 이루어져야 한다. 먼저 순수버츄얼 전자주주총회의 도입에 있어서 수반되는 비용증가와 기술적 문제를 해결하여야 한다. 그리고 주주들이 자신들의 의사를 개진하지 않고 관람자로 전락하는 것을 막기 위해서는 단방향이 아닌 쌍방향 의사소통방식을 위한 시스템이 구축되어야 한다. 이를 위해서는 전문성을 갖춘 솔루션 기업의 육성을 위한 재정적 지원과 제도적 뒷받침이 이루어져야 한다. 섀도보팅제도의 폐지로 인하여 주주총회에 있어서 의결권확보가 어렵게 되었다. 우리나라는 의결권 확보를 용이하게 위하여 법개정을 통해 위임장권유를 전자적 방법으로 할 수 있도록 전자위임장제도를 도입하였지만 아직은 활용도가 높지 않다. 향후 주주총회의 정족수 미달로 인한 문제점을 해결하기 위해서는 전자위임장제도를 활성화시킬 필요가 있다. 이처럼 주주총회를 활성화시키기 위해서는 제도개선도 필요하지만 더불어 투자자들이 주주총회에 관심을 가지고 자신의 권리를 적극적으로 행사해야한다는 인식의 변화가 뒷받침되어야 한다.

Position & Responsibilities of Notaries in Implementing Circular Resolutions of Foreign-Owned Branch Companies

This study aims to determine the position and responsibilities of a notary in the organs of a Limited Liability Company. There are two types of Limited Liability Company, namely Public Company and Private Company. In a closed company, it is very possible to make circular decisions because the number of shareholders is not as many as a public company. The approach method used in this study is an empirical juridical approach, which is an approach that examines secondary data first and then proceeds with conducting primary data research in the field. Circular decisions are made when it is not possible for a Limited Liability Company to hold a General Meeting of Shareholders or an Extraordinary General Meeting of Shareholders whose provisions can be seen in Article 91 of the UUUP. In Indonesia and even around the world, we are facing a pandemic due to Corona Virus Disease or COVID-19. For a Limited Liability Company whose shareholders are foreigners, a Foreign Investment Limited Company (PMA), of course, cannot come to the position of a Limited Liability Company in Indonesia. So that it is done through video conference whose provisions can be found in Article 77 of the Company Law. Notaries are responsible for making Circular Deeds that do not violate the provisions of the Company Law. The position of the Notary appointed to make the deed of the Circular Decree of the Company can be selected from all over Indonesia. As long as the parties are facing the Notary. However, if a Notary is appointed to follow the process of implementing the Circular Decision, it must be a Notary who has the same position as the Limited Liability Company or may also have a different position but is still in the same province from the position of the Notary appointed to follow the Circular Decision of the Shareholders.

Position & Responsibilities of Notaries in Implementing Circular Resolutions of Foreign-Owned Branch Companies

This study aims to determine the position and responsibilities of a notary in the organs of a Limited Liability Company. There are two types of Limited Liability Company, namely Public Company and Private Company. In a closed company, it is very possible to make circular decisions because the number of shareholders is not as many as a public company. The approach method used in this study is an empirical juridical approach, which is an approach that examines secondary data first and then proceeds with conducting primary data research in the field. Circular decisions are made when it is not possible for a Limited Liability Company to hold a General Meeting of Shareholders or an Extraordinary General Meeting of Shareholders whose provisions can be seen in Article 91 of the UUUP. In Indonesia and even around the world, we are facing a pandemic due to Corona Virus Disease or COVID-19. For a Limited Liability Company whose shareholders are foreigners, a Foreign Investment Limited Company (PMA), of course, cannot come to the position of a Limited Liability Company in Indonesia. So that it is done through video conference whose provisions can be found in Article 77 of the Company Law. Notaries are responsible for making Circular Deeds that do not violate the provisions of the Company Law. The position of the Notary appointed to make the deed of the Circular Decree of the Company can be selected from all over Indonesia. As long as the parties are facing the Notary. However, if a Notary is appointed to follow the process of implementing the Circular Decision, it must be a Notary who has the same position as the Limited Liability Company or may also have a different position but is still in the same province from the position of the Notary appointed to follow the Circular Decision of the Shareholders.

The Validity of the Electronic Signature in Electronic General Meeting of Shareholders S of the Limited Company’s

The enactment of electronic signatures, especially at the General Meeting of Share-holders (GMS) and responses to legal actions from electronic signatures in the deed of Decision of the General Meeting of Shareholders in a Limited Liability Company, will be confronted by the progress of the era and the legality of the deed. This research method is classified as normative research, the approach method is descriptive analytical. This study shows that the regulation of electronic signatures on the deed of the Statement of Shareholders' Meeting Resolutions is the development of the form of legal evidence. For this reason, the form of evidence is made in the form of electronic information or electronic documents. The effect of the signing if it is done through electronic media, namely the result of the GMS decision has a legal impact on the status of ratification in the law. If the GMS has an electronic signature so that the legality of the legal action is recognized, the government and especially the legislators make legal rules to regulate with certainty the validity of the results of the GMS electronically, so that legal certainty is formed.

The Effect of Financial, Institutional and Managerial Ownership Factors on Dividend Policy of Manufacturing Companies in Consumer Goods Sector Listed on The Indonesia Stock Exchange in Period 2016-2019

Dividend payment is one of the rewards given by the company to investors for the time, risk, and commitment of a number of funds that have been given to the company. The distribution of dividends is generally carried out at the end of each financial reporting year and has obtained the approval of the General Meeting of Shareholders (RUPS). However, the distribution of company dividends is not mandatory, the agreement on the deal and certain factors. This study aims to identify the influence of financial factors and corporate governance (institutional ownership and managerial ownership) on company dividend policy. The type of data used in this research is quantitative data, which comes from secondary sources. The method used is purposive sampling with criteria, namely manufacturing companies in the consumer goods sector listed on the Indonesia Stock Exchange for the period 2016-2019. The data analysis technique used in this study is multiple linear regression with SPSS version 26 software. The results of this study indicate that financial factors such as profitability, company size, and company growth have an effect on dividend policy. Meanwhile, liquidity and leverage have no effect on dividend policy. In corporate governance, it is known that managerial ownership and ownership have no effect on dividend policy.

ANALISIS DAMPAK PENERBITAN OBLIGASI WAJIB KONVERSI (OWK) PT KRAKATAU STEEL TERHADAP EKONOMI PROVINSI BANTEN

This paper tries to analyze the impact of issuance of mandatory convertible bonds by PT Karakatau Steel to Banten Province’s Economics using the 2015 Banten Province’s input-output model classification of 35 sectors. The pronouncement of the issuance of mandatory convertible bonds was made as the results of the General Meeting of Shareholders on November 24th, 2020 in Jakarta. The impact of covid-19 was also felt by national steel industries including PT Karakatu Steel, where there is a decline in demand for national steel products by up to 50%. As a result of the reduced demand, many national steel industry operations have been hit and are experiencing financial difficulties. With the issuance of OWK by PT Krakatau Steel from Government Investment in the framework of this PEN Program, it is hoped that the wheels of the national economy can rise again, especially for the province of Banten where PT Karakatu Steel is located.

PENGARUH AGENCY COST, RETURN ON EQUITY (ROE), DAN FREE CASH FLOW TERHADAP DIVIDEND PAYOUT RATIO PADA PERUSAHAAN MANUFAKTUR YANG TERDAFTAR DI BEI PERIODE 2010-2019

The dividend of a company is always a concern for shareholders to invest. Information regarding the state of the company can be seen in the financial statements. This study aims to examine the effect of Managerial Ownership, Return On Equity and Free Cash Flow on the Dividend Payout Ratio in manufacturing companies listed on the Indonesia Stock Exchange for the 2010-2019 period. According to Sartono, dividends are profits obtained by the company and distributed to shareholders. Decisions regarding the amount of dividends will be determined at the General Meeting of Shareholders (GMS). The results of this study indicate that Managerial Ownership has a positive and significant effect on the Dividend Payout Ratio. Return On Equity has a negative and insignificant effect on the Dividend Payout Ratio and Free Cash Flow has a positive and insignificant effect on the Dividend Payout Ratio.

“Dead Souls” in the Activities of a Joint-Stock Company: The Legal Nature and Legal Consequences

Introduction: in the paper, the authors highlight the problems of having “dead souls” or “lost” shareholders in a joint-stock company. The ways of their solution are analyzed. The purpose is to consider the advantages and disadvantages of “dead souls” in a joint-stock company. The question is raised about the need to modernize the legislation to solve this problem. Using the methods of scientific cognition, the authors analyzed the legal essence and legal consequences of the presence of “dead souls” (deceased shareholders) in the activities of joint-stock companies in order to identify the areas for improving the legislation in the field of regulating “dead souls” in a joint-stock company. Results: currently, joint-stock companies have difficulties with missing participants in the register, referred to as “dead souls”. This may cause significant losses to the joint-stock company and negatively affect the continuation of its activities. Conclusions: the majority of joint-stock companies that have previously fulfilled the obligation to maintain their own register do not now have the ability to control the personal data of shareholders and their participants. As a result, in this country, most joint-stock companies have difficulties with the presence of a general quorum at the general meetings of shareholders (50% + 1 share).

Review Of "Facing" At The Beginning Of Notary Action For The General Meeting Of Shareholders (Gms) Electronicly

Article 77 of the Limited Liability Company Law (UUPT) states that the General Meeting of Shareholders (GMS) can be carried out under the hands or circularly or conducted in front of a Notary conducted electronically. In this regard, it will try to provide a new interpretation regarding facing the Notary Public not directly but through other media or other media (devices) that help electronically. Traditionally, facing the Notary Public is done and interpreted physically (face to face), namely Viewer sees the Notary and the Witness, then the Notary and the Witness see the Facilitator without other media. The meaning of facing like that has been done hundreds of years until now, with the existence of Article 77 of the Company Law, it is connected with Article 90 of the Company Law, namely if the GMS can be held before a Notary Public or before a Notary electronically. The substance of the article has changed the meaning of facing a notary public in the traditional (physical) sense. Henceforth, in the era of information technology, the meaning of facing must be adjusted to the current situation, which can be done electronically.

Interim Share Dividend Distribution in the Indonesia Limited Company Law No. 40 of 2007 in Perspective Utilitarianism Theory and Hierarchy Theory

Based on Article 72 of the Indonesia Limited Company Law, companies are allowed to distribute dividends before the company closes the annual book and the General Meeting of Shareholders (GMS) by giving temporary dividends (interim). In this case, if the company suffers a loss at the closing of the annual book according to the Indonesia Limited Company Law, the shareholders must return the dividends they have received. If the shareholders do not return it, the directors and commissioners must be joint responsibility to cover company losses. Based on these reasons, the researcher examined the useful aspects of the interim dividend arrangement in Article 72 of the Indonesia Limited Company Law based on Jeremy Bentham's Utilitarianism theory and found the form of norms regarding the return of interim dividends in Indonesian legislation using Hans Kallsen's Hierarchy theory. This research is a normative study with a conceptual approach. The results of the study suggest that; Article 72 paragraphs 1 to 4 of the Indonesia Limited Company Law can benefit the public because Bentham places benefits on individual happiness on a materialistic basis and practical social goals that can balance various interests. However, paragraphs 5 and 6 discussing the return of interim dividends that have been distributed, if, at the end of the closing of the book the company suffers a loss, in terms of the principle of benefit, Bentham does not provide benefits because it cannot provide a happiness effect for many people. The form of regulation on the distribution and return of interim share dividends in Indonesia is Statutes and Bylaws (C & B). C & B are a creative dimension in the form of living law or actions taken by the community. In terms of civil law, C & B has the same position as the law but cannot apply to the public.

Legal Politics on the Regulation of Obligations to Hold General Meeting of Shareholders in Law Number 40 of 2007 concerning Limited Liability Companies

The implementation of the General Meeting of Shareholders (GMS) has been regulated in law number 40 of 2007 concerning Limited Liability Companies. However, it should be noted that in the implementation there are two implementations that must be considered, namely the implementation of an open and closed GMS, each of which has differences and its own rules. In addition, the implementation of the GMS if it can be done in the form of a teleconference which has different points of view from several parties. It should also be noted that the implementation of General Shareholders (GMS) has weaknesses and strengths that must also be known as stated in law number 40 of 2007 concerning Limited Liability Companies. In this paper, the author uses descriptive qualitative research methodology in order to make it easier for the author to explain about the implementation of the General Meeting of Shareholders (GMS) considering that this knowledge is indispensable for law students in particular and parties from government and private agencies as one of the ingredients. writing and research in general.Keywords: GMS, Limited Liability Company, Company Law, Media Teleconference AbstrakPelaksanaan Rapat Umum Pemegang Saham (RUPS) sudah diatur dalam undang-undang nomor 40 tahun 2007 tentang Perseroan Terbatas. Namun perlu diketahui dalam penyelenggaraannya terdapat dua pelaksanaan yang harus diperhatikan, yaitu pelaksanaan RUPS terbuka dan tertutup yang masing-masingnya terdapat perbedaan dan aturannya sendiri. Selain itu, pelaksanaan RUPS jika bisa dilakukan dalam bentuk teleconference yang memiliki sudut pandang berbeda dari beberapa pihak. Dan perlu diketahui juga bahwa pelaksaan Umum Pemegang Saham (RUPS) memiliki kelemahan dan kelebihan juga yang harus diketahui juga seperti yang disebutkan dalam undang-undang nomor 40 tahun 2007 tentang Perseroan Terbatas. Dalam penulisan ini, penulis menggunakan metodologi penelitian kualitatif deskriptif guna untuk lebih memudahkan penulis untuk menjelaskan tentang Pelaksanaan Rapat Umum Pemegang Saham (RUPS) mengingat pegetahuan ini sangat diperlukan bagi kalangan mahasiswa hukum secara khususnya dan pihak-pihak dari instansi pemerintah maupun swasta sebagai salah satu bahan tulisan maupun penelitian pada umumnya.Kata Kunci: RUPS, Perseroan Terbatas, UUPT, Media Teleconference

Liquidator Professional Responsibility in Company Liquidation

The dissolution of a Limited Liability Company is basically something that isn’t desired by the shareholders, therefore the implementation of the dissolution of a Limited Liability Company should be avoided as much as possible, because the dissolution of a Limited Liability Company will provide great losses for the shareholders of the company and the parties directly related to the Company Limited. Pursuant to Article 142 paragraph (1) of Law Number 40 of 2007 concerning Limited Liability Companies, the dissolution of a Company may occur due to: First, based on the resolution of the General Meeting of Shareholders; Second, because the period stipulated in the articles of association has ended; Third, based on a court order; Fourth, with the revocation of bankruptcy based on the decision of the commercial court which has permanent legal force, the Company's bankruptcy assets are not sufficient to pay bankruptcy costs; Fifth, because the Company's bankrupt assets that have been declared bankrupt are in a state of insolvency as regulated in the Law on Bankruptcy and Postponement of Debt Payment Obligations; Sixth, due to the revocation of the Company's business license, which requires the Company to conduct liquidation in accordance with the provisions of laws and regulations. Based on the research results, the liquidator must make and submit a report on the liquidation implementation process, the report contains the responsibility for the liquidation he did. Furthermore, the accountability report is given and submitted by the liquidator to the General Meeting of Shareholders, the District Court, the liquidator is obliged to notify the final result of the liquidation to the Minister, the liquidator is also required to announce the final result of the liquidation process in a newspaper, the liquidator is responsible to the General Meeting of Shareholders or the court that appointed it for the liquidation of the Limited Liability Company. There is a criminal sanction, and if it can be proven that the liquidator acted the opposite / cheated arbitrarily in the sense of not clearing all company affairs in the context of liquidation, then the liquidator can be prosecuted by reporting violations of the code of ethics, and the Liquidator has the right to attend a lawsuit in court , Liquidators have the power to maintain and dispose of assets, Liquidators have general administrative power, Liquidators have continuous control rights over the Company's liquidation assets, Liquidators have the right to sell the liquidated assets.

PROBLEM ISSUES OF PROTECTING CORPORATE RIGHTS WHEN APPEALING DECISIONS OF GENERAL MEETINGS OF SHAREHOLDERS

PROBLEM ISSUES OF PROTECTING CORPORATE RIGHTS WHEN APPEALING DECISIONS OF GENERAL MEETINGS OF SHAREHOLDERS

Research on the Application of Blockchain Technology in the Field of Corporate Governance

The Annual General Meeting of Shareholders is considered to be a boring and mandatory annual ceremony. At present, its information, forum, decision-making functions, and voting procedures are all flawed. As a new technology, the introduction of blockchain can greatly reduce the cost of shareholder voting and company organization costs, improve the company’s decision-making efficiency and the transparency of voting and elections, and effectively solve the problems existing in the current annual general meeting of shareholders. The research in this paper provides an intelligent solution for the traditional inefficiency of corporate governance.