Suhardiman, Daniel (2022) Kevakuman hukum perseroan terbatas akibat direksi dan dewan komisaris demisioner. Doctoral thesis, Privat.
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Abstract
Corporate governance of limited liability companies in Indonesia is mainly
governed by Law Number 40 of 2007 on Limited Liability Company (Indonesian
Company Act). Indonesian Companies Act regulates all aspects of limited liability
companies from the formation of company until the dissolution of company along
with the legal consequences. In forming a limited liability company, a company must
be formed by 2 (two) or more people. This mandatory provision creates the practice
of a limited liability company with 50-50 shareholder composition, especially for
private company. Structurally, a limited liability company consists of General
Meeting of Shareholders (GMS), the Board of Directors (BOD), and the Board of
Commissioners (BOC). Both members of BOD and BOC serve the company with
limited terms of office and shall be re-appointed by the GMS. In practice, there is a
condition where the GMS fails to re-appoint or replace the BOD and BOC even
when all the members of BOD and BOC’s terms of office have been expired. This
situation leads to a condition called the BOD and BOC are in status of demission.
It means, those members of BOD and BOC can no longer act on behalf the limited
liability company including to call for a GMS in order to re-appoint or replace them
to fill the vacancy. This condition may endanger the activities and even the existence
of the company. This research is a normative legal research supported by empirical
research. In addition, it employs descriptive analysis, statutory approach, case
approach, and comparative approach. Primary data is gathered by interviews while
the secondary data is obtained by literature study which further analyzed using
qualitative and comparative method. The resume of research shows that the
demission status of BOD and BOD may happen when the GMS fails to re-appoint
or replace the members of BOD and BOC whose terms offices have expired. In this
case, the Indonesian Companies Act has yet regulated such condition. Alternatively,
the demission status of BOD and BOC can be solved through utilizing the role of
judge and notary. The judge and notary shall conduct a legal finding to solve the
demission status of BOD and BOC issues. Considering that the Indonesian Company
Act has yet accommodated the demission status of the BOD and BOC, therefore, it
is advisable that the Act should be amended in order to deal with similar issues in
the future. The amendment covers provisions concerning Demission Status of the
Boards, Hold-Over Director, and the Electronic GMS.
Item Type: | Thesis (Doctoral) |
---|---|
Creators: | Creators NIM Email ORCID Suhardiman, Daniel NIM01657190049 01657190049@student.uph.edu UNSPECIFIED |
Contributors: | Contribution Contributors NIDN/NIDK Email Thesis advisor Pramono, Nindyo NIDN0018075404 nindyo.pramono@gmail.com Thesis advisor Budi, Henry Soelistyo NIDN8915940022 henry.soelistyo@uph.edu |
Uncontrolled Keywords: | demission ; limited liability companies ; legal vacuum |
Subjects: | K Law > K Law (General) |
Divisions: | University Subject > Current > Faculty/School - UPH Karawaci > Faculty of Law > Doctor of Law Current > Faculty/School - UPH Karawaci > Faculty of Law > Doctor of Law |
Depositing User: | Users 25343 not found. |
Date Deposited: | 09 Sep 2022 01:13 |
Last Modified: | 30 Sep 2022 00:48 |
URI: | http://repository.uph.edu/id/eprint/49861 |