Limited Liability Research Articles

Director's Accountability for the Company's Sales Results and Commissioner's Actions in Asset Recovery

This study examines directors’ accountability for company sales results and commissioners’ actions in asset recovery regarding an embezzlement case involving Conti Chandra, a Director at PT. Bangun Mega Semesta (BMS) in Hotel Batam City Condotel (BCC). Relevant court decisions include Supreme Court Decision No. 567K/PID/2016, Pekanbaru High Court Decision No. 212/Pid.B/2015, and Batam District Court Decision No. 321/Pid.B/2015. It focuses on two main issues: corporate managers’ accountability based on Law No. 40 of 2007 on limited liability companies and criminal liability for “embezzlement crime in position” within a limited liability company. The study uses a normative legal research method with a descriptive approach, relying on secondary data and qualitative analysis. Findings indicate corporate managers’ accountability during general meetings of shareholders. Criminal liability for embezzlement relates to directors’ fiduciary duty to shareholders, requiring prudence, responsibility, and good faith. Two recommendations are proposed: First, The Indonesian government should revise the limited liability company law on holding directors and commissioners accountable for neglecting management and supervision duties and emphasizing fiduciary duty. Second, the Directors of Batam City Condotel should adhere to fiduciary duty principles under the board of commissioners’ supervision.
 Keywords: commissioners actions, directors, embezzlement

Diversity in banking and new firm formation. Insights from the Italian local credit markets

This paper empirically investigates the role of bank structural characteristics on firms' creation in the Italian local credit markets from 2009 to 2020. By departing from the existing research, our analysis takes the perspective of the so-called “biodiversity argument” in banking (Ayadi et al., 2009, 2010). As this viewpoint echoes insights from the ecological sciences, we measure bank diversity by retrieving two “biodiversity” indexes: the Gini-Simpson index and, for robustness, the Shannon index. Our results suggest that the coexistence of different institutional models in the banking landscape benefits the formation of new firms – especially those taking the legal form of limited liability companies, as innovative start-ups. We also find that, at the outbreak of the COVID-19 crisis, bank diversity might have mitigated the adverse effects of the pandemic turmoil. Our policy recommendation is that authorities design regulations to encourage institutional variety in the banking market.

Cost accounting practices in SMEs: liability of age and other factors that hinder or burst its implementation in turbulent years

AbstractThis study aimed to investigate the level of cost accounting (CA) implementation in small- and medium-sized enterprises (SMEs). CA is a management accounting tool whose application in small companies has always been difficult. Nevertheless, academicians and practitioners recommend CA implementation in SMEs, especially because of the deep market instability, competitive pressure, and margin erosion that have occurred following the COVID-19 pandemic and 2022 European war scenario. Company size influences CA implementation; however, it is not the only influencing factor and perhaps not even the most important. To investigate the barriers to the adoption of CA and which conditions or actions can remove these barriers, leveraging from the contingency theory, a questionnaire was sent out in July 2022 to limited liability SMEs operating in the manufacturing, construction, and distribution macro-sectors in Verona and Vicenza provinces (Italy). Respondents answered a set of questions regarding CA implementation in their SMEs as of July 2022. Using a multivariate regression model to analyze data from the 120 questionnaires received, we found that lack of resources, limited training and skills, firm age, and the presence of the founder in the firm had a negative influence on CA implementation in SMEs. The low level of CA implementation was also associated with its supposed inefficiency, uselessness, and unsuitability for business. The effect of company size on CA implementation was not statistically significant. Despite this study’s limitations regarding the sample and period considered, we believe that it contributes to both academic debates and practice by illustrating the limiting factors and ways in which CA implementation can be fostered in SMEs in turbulent years.

Digital Servitization and Business Model Innovation in SMEs: A Model to Escape From Market Disruption

The progress and the adoption of digital technologies can rapidly make products, processes, and business models obsolete, until disrupting entire markets. In this context, small–medium enterprises (SMEs) operating in manufacturing are especially challenged due to their limited resources and smallness liabilities. Firms can implement, design, and deliver new smart and connected products that change the way they compete and trigger the provision of services—until redesigning the entire business model. However, little knowledge is available on how SMEs may effectively trigger and catalyze such transition. Using an interpretative research approach inspired by the design research methodology, in this article, we explore how SMEs may leverage digital servitization to escape from a disrupted market. Based on our findings, an original digital servitization model tailored for SMEs is proposed. Finally, the study provides a set of research and managerial implications on how SMEs can overcome market disruption in the manufacturing context through digital servitization and business model innovation.

Glosa do postanowienia Trybunału Konstytucyjnego z 4 lipca 2023 r., sygn. akt SK 78/19

The gloss concerns the decision of the Constitutional Tribunal in case file ref. no. SK 78/19, in which the Tribunal discontinued the proceedings based on a constitutional complaint filed by a limited liability company. The Tribunal found that a constitutional complaint cannot be lodged by a legal person due to the location of Art. 79 of the Constitution of the Republic of Poland in Chapter II of the Constitution entitled “Freedoms, rights and obligations of man and citizen”. This view is obviously wrong, and the argumentation presented in the justification for this decision is selective. In the case law of the Tribunal, the ability of legal persons to lodge a constitutional complaint is well established, which also raises no doubts in the doctrine. The position expressed by the Tribunal in this decision exposes the rights of collective entities to a limitation.

Article 299 of the Polish Code of Commercial Companies in Termsof Subject, Object and Time

Article 299 of the Commercial Companies Code is a regulation securing the interests of the creditor in the event of non-payment of an obligation by a limited liability company. In the case of a valid statement of ineffectiveness of enforcement proceedings by a Court Bailiff, the creditor has the right to bring an action against the members of the management board of the debtor company whose term of office fell during the period when the claim arose or was due. The described regulation refers primarily to public and private law monetary benefits derived from various titles such as laws, contracts, etc. This article is based on a dogmatic-legal research method.

Rezervisani sopstveni udeo i finansijski instrument - pravo na sticanje udela - mehanizmi za realizaciju ESOP-a u Republici Srbiji

The possibility of introducing employees into ownership of the employer in the Republic of Serbia was significantly limited by 2020. Amendments to the Company Act introduced the possibility of including employees into the ownership of a limited liability company. The subject of this paper is the analysis of the newly introduced legal institutes: reserved own share and financial instrument - share purchase right. These are institutes introduced with the idea of involving employees in the ownership of the employer. By analyzing the aforementioned institutes, authors seek to notice the positive and negative sides of the relatively new regulations, and suggest de lege ferenda corrections, in order to enable unhindered functioning of the ESOP arrangement.

Characteristics of Italian firms in the judicial administration: Can financial ratios be red flags of criminal infiltrations?

In recent years, the importance of studying criminal infiltration in firms, especially in the context of accounting practice, cannot be underestimated. The paper aims to analyse firms under judicial administration (JA) to better understand where firms operate by investigating whether certain financial ratios can serve as red flags indicating criminal infiltration. The study examines a sample of 108 firms operating in the Italian context undergoing JA. Findings show that most of the firms were small, located in the south of Italy, structured as limited liability companies, active but undergoing insolvency procedures, and operating in the construction, wholesale and retail trade, car and motorcycle repair, rental, travel agencies, business support services, and real estate sectors. The analysis shows that firm size, performance, and debt can be used as red flags to indicate criminal infiltration. The results provide useful insights for understanding how accounting practices can help to identify criminal infiltration in firms.

Разработка мероприятий по повышению уровня экономической безопасности предприятия в современных условиях

The object of the study is the limited liability company Chernoerkovskoye. The aim is to develop measures to increase the level of economic security. The article considers the indicators of security and efficiency of the use of fixed assets, profitability of financial and economic activities of a limited liability company, analyzes the main results of financial and economic activities, as well as indicators of solvency and financial stability. An investment project for the purchase of combine harvesters has been proposed for the development of the enterprise, expansion of its scope of activity and improvement of economic security.

Problems with the Institutional Form of the Implementing Agency of Social Security in Indonesia

The administration of social security in Indonesia is entrusted to two newly formed institutions as mandated by Law Number 40 of 2004 concerning National Social Security System, namely BPJS for Health and BPJS for Employment. The basis for the operation of these two institutions is Law Number 24 of 2011 concerning the Implementing Agency of Social Security. These two bodies are public legal entities that were formed from the transition to the previous form of a limited liability company, namely PT Jamsostek (persero) and PT Askes (persero). The new form of the social security implementing agency as mentioned creates problems that need to find solutions to various problems that occur. Therefore, the purpose of this research is to find out what are the problems with the institutional forms of the Implementing Agency of Social Security in Indonesia. The method used in this research is to use juridical, namely by examining the legal materials, both primary legal materials, secondary legal materials, and tertiary legal materials used. The approach used is a statutory approach and a comparative approach. The research results show that there are problems that arise in the institutions administering social security in Indonesia. These problems are related to the governance of the agency, from the formation process, changes in characteristics from a limited liability company to a public legal entity, the failure to merge social security administering bodies as contained in Law Number 24 of 2011 concerning Social Security Administering Bodies and related to employment aspects in the social security administration body.

CONTRADICTIONS IN THE LEGAL STATUS OF STATE-OWNED ENTERPRISE (BUMN) SUBSIDIARIES IN THE PARENT HOLDING COMPANY

The creation of a cluster-based holding company in a State-Owned Enterprise (BUMN) related to core business fields requires careful attention and precise implementation. One must be cautious because issues regarding legal procedures and the legal status of BUMN can still arise. This writing discusses the legal relationship between BUMN Persero and its subsidiaries based on the theory and doctrine of limited liability companies, as well as the contradictory legal status of BUMN subsidiaries within the parent holding company. The research method used in this writing is normative legal research. The findings demonstrate that the piercing the corporate veil doctrine can be employed in terms of evidence, where control of subsidiaries must be exercised by the holding company. Legal responsibility is applicable not only to companies, but also to shareholders as specified in Article 3 paragraph (2) of Law Number 40 of 2007 on Limited Liability Companies (UUPT). Once BUMNs become subsidiaries in a holding company, their status as BUMNs, whether BUMN Perum or Persero, changes since their shares are now sourced from the holding company instead of the state. Therefore, BUMNs that become subsidiaries no longer possess legal standing or status as BUMNs, and the state assumes authority over aspects of control concerning BUMNs that have become subsidiaries of the holding company. This authority is indirectly held by the state via the parent/holding company, which represents the government in terms of share ownership, with the majority of shares originating from subsidiaries.

INTRODUCTION INTO ELECTRONIC COMMERCE ENTREPRENEURSHIP IN THE UNIVERSITY COURSE USING VIRTUAL ENTERPRISES

Entrepreneurship education helps to promote the employment of university graduates and it might be implemented in various fields of business including e-commerce. It may be appropriate for future entrepreneurs in e-commerce to experience the development and management of an enterprise in a virtual form as part of their education. This article aims to demonstrate how are virtual enterprises used for instructional reasons in the university entrepreneurial course. This particular course allows its participants to experience the first phase of the existence of their fictitious e-commerce enterprises. Students establish and manage virtual limited liability businesses operating online stores. Electronic banking software allows the settlement of payments related to their e-commerce business activities. Pre-course and post-course surveys were conducted to investigate changes in students’ self-reported evaluation between these two moments. Results show significant improvements in all investigated entrepreneurial aspects of the course suggesting that the given approach of using virtual enterprises for entrepreneurship education positively impacts the entrepreneurial skills, knowledge, and experience of the course participants. This suggests that this design of using virtual enterprises can be a suitable way of implementation in the educational process of entrepreneurship in higher education institutions.

The Contribution of Limited Liability Principle and Crowdfunding Concept to Access Finance

Especially in the early 19th century, states have been in search of finding finance for large projects such as dams, bridges and road construction that they could not finance on their own. As a result of evaluations, it was concluded that the necessary financing could be provided by limiting the liability of investors and then the limited liability principle, which is one of the prime building blocks of modern business life, has been legally accepted. Thanks to limited liability also small and medium-sized enterprises (SMEs) and start-ups have become more easily able to access the equity capital they need. However, although the limited liability principle makes it easier to reach equity capital, it makes it difficult to access debt capital (credit), especially in times of crisis. For this reason, alternative finance models such as crowdfunding emerged in the early 2000s to facilitate startups' access to debt capital. In this article, the contribution of the limited liability principle and crowdfunding to access capital are examined.

How to understand the principle of non-splitting of shares in Polish and German company law - a tale of historical equivalence and comparative importance

The article examines the understanding of the principle of non-split-ting, showcasing the historical and comparative equivalence of the German and Polish legal systems. It concerns the non-splitting of shares in Polish and German law, as applied to the limited liability company and the non-public joint-stock company. It is aimed at conceptualizing in a comparative manner the theoretical model of non-splitting, and encompasses discussions about its nature, content, and normative bases for its binding force. Under Polish law two different understandings of the principle of non-splitting of shares are distinguished: the principle of non-splitting in the strict sense, and the principle of non-splitting in the broad sense. It is argued that German law uses the concept of prohibition of splitting, while in the Polish legal system this concept has been further developed and is to be perceived as a principle of non-splitting of shares that is to be classified as general principle of company law.

Grotius and Limited Liability

Abstract Grotius’s ideas on proportionate and limited liability, as mentioned in the Inleidinge and De iure belli ac pacis, were novel in comparison to the civilian doctrine of his time. Grotius drew from sources of local law and statutes regarding maritime law but was nonetheless original in his interpretations. Grotius proposed to consider the liability of co-owners of ships (reders, exercitores), who acted as organizers of maritime expeditions, and of others that were participating in these expeditions, as broad. At the same time, their liability was limited to the maximum of the value of the ship and cargo. In this regard, Grotius’s conceptions hinged on a view of a ship’s voyage as engendering a community of risk among all stakeholders. However, in spite of the underlying connections, Grotius did not eradicate all inconsistencies which the originality of his combinations brought forward.

The study of the nutritional value of the national product «Kurt» produced at the enterprises of the East Kazakhstan region and the Abai region

The article presents the results of the physico-chemical parameters of the product "Kurt", produced by limited liability partnerships and individual entrepreneurs of the East Kazakhstan region and the Abai region.Kurt is a versatile fermented milk product that is added as a seasoning to various dishes and consumed as a separate food product. It is a good source of macro- and micronutrients in an easily digestible form for the body, contributing to the maintenance of beneficial intestinal microflora. The product is popular among children and adults and is in great demand as a healthy food product [1].In this regard, the study of the nutritional and biological value and quality of kurt is an urgent task.The purpose of the study is to study the nutritional value of the national fermented milk product "Kurt", produced at enterprises of the East Kazakhstan region and the Abai region.When determining the nutritional value of the national product "Kurt", physico-chemical parameters (mass fraction of protein, fat, ash, moisture, salt) were determined in 3 types of kurt of the most common enterprises of the East Kazakhstan region and the Abai region: Vostok-Moloko Corporation LLP, Bagration Ulan LLP, Individual Entrepreneur R.G.Petrosyan. The research was conducted at the V. M. Gorbatov Federal Scientific Center of the Food System of the Federal State Budgetary Scientific Institution of the Russian Academy of Sciences, Moscow.

НОТАРИАЛЬНОЕ УДОСТОВЕРЕНИЕ СДЕЛОК С ДОЛЯМИ В УСТАВНОМ КАПИТАЛЕ ОБЩЕСТВ. ПРОБЛЕМЫ ПРАВОПРИМЕНЕНИЯ

The article discusses methods of transferring a share or part of a share in the authorized capital of companies. Particular attention is paid to the issue of transferring a share in the authorized capital of a limited liability company on the basis of a purchase and sale agreement. Examples from judicial practice on the issue under consideration are given and analyzed. Problems arising in the enforcement of civil legislation have been identified and ways to solve them have been proposed.

MANAGEMENT CONTROL OVER THE ACTIVITIES OF BUSINESS ENTITIES

The article presents the main aspects of organisation of management control. An a priori analysis of the accounting and analytical support of the process of managing the enterprise's activities has been carried out. The Order on the accounting policy of enterprise is analysed in detail and its main advantages and disadvantages are identified. The article considers the stage-by-stage and object-by-object formation of the accounting policy of enterprise. It emphasises the importance of correct formation of the accounting order and develops and presents main stages of the strategy of efficient functioning of an enterprise. The necessity of organization of management control as a key factor of profitability of enterprise has been proved. An assessment of the activities of a limited liability company for three years has been carried out. The methodical approaches to assessing the analysis of the enterprise's activity have been generalized: a methodology for calculating indicators has been presented and their analytical interpretation has been carried out. The system of indicators for diagnostics of enterprise activity is built on the basis of cause-and-effect relations of their analytical functions. Based on the reliable financial statements, the article evaluates the activities of PROMZIPAKTIV LLC for three years, revealing a long-term trend towards unprofitability and financial difficulties, especially in 2020. Negative profitability and declining equity indicate the need for strategic changes. Positive aspects have been identified, such as the growth of net service income, which is combined with the efficiency of asset use. Problems with liquidity, asset turnover and liquidity efficiency require urgent measures. It is recommended to optimize inventory management, increase liquidity ratios and accelerate the turnover of receivables. increase the financial stability and sustainable development of the enterprise. In the course of the study, it was found that periodic monitoring and adaptation of the strategy is a productive feature for the successful implementation of management control. Hypothetically, it is planned that the development strategy should ensure sustainable growth of a business entity. These steps are aimed at improving financial stability and management efficiency to ensure sustainable development in the face of financial difficulties. It is proved that management control, as a management tool, is indeed crucial for achieving strategic goals and ensuring the stability of an enterprise in a changing business environment.

Perspective Legal Theory Analysis Mixed Marriage Arrangements As An Instrument Of Prevention Legal Smuggling In Business Development

Various cases of mixed marriages show that not all mixed marriages are based on the motive of forming a happy family and continuing offspring, but there are also mixed marriages with other motives, including business, by using the Indonesian citizen partner as a tool to control land. property rights status and carrying out business activities at lower costs. According to the Basic Agrarian Law in Indonesia, foreign nationals are prohibited from controlling land with ownership status. The Basic Agrarian Law in Indonesia prohibits Indonesian citizens from controlling land with ownership status and only allows foreigners to hold land rights on Right to Use or Right to Use Building if they have formed a Limited Liability Company. The research method used in this research is the normative juridical research method. The research results show the importance of a legal theoretical basis in establishing mixed marriage arrangements as an instrument for preventing legal smuggling in business development in Indonesia. and proportionally placing marriage and business as different legal events, in accordance with statutory regulations, as well as returning mixed marriages to their natural, social and cultural aims and objectives, so that Indonesian citizen couples in mixed marriages can enjoy their constitutional rights as partners in a marriage like marriage in general.

The role of the Court in modelling the standard of equal treatment in employment: Analysis of the judgment of the Court of Justice in case C-344/20

The aim of this commentary is to analyse the judgment of the Court of Justice in L.F. v. S.C.R.L., in which the Court analysed provisions of the Equal Treatment Directive (2000/78) in light of the general prohibition of discrimination on the grounds of religion or belief. The main proceedings in the case analysed concerned a Muslim woman who wore an Islamic headscarf and was doing an office internship at S.C.R.L., a cooperative limited liability company. Due to the neutrality policy at work, she was unable to manifest her religion and brought an action for a prohibitory injunction before a domestic court. In preliminary ruling, the Court decided that she was not a victim of discrimination. The F.L. judgment is a continuation of the Court’s line of judicial decisions in cases G4S and WABE referred to before. The article analyses the current case law of the CJEU and ECHR that touches on the problem of the expression of religious belief and seeks the answer to the question: Which value is more important to be protected in contemporary European society – the identity of the person or the freedom to conduct a business?