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Edunity
Volume 2 Number 6, June 2023
p- ISSN 2963-3648- e-ISSN 2964-8653
Doi: https://doi.org/10.57096/edunity.v2i6.103
https://edunity.publikasikupublisher.com/index.php/Edunity/index
IMPLEMENTATION OF LIMITED LIABILITY COMPANY
DISSOLUTION REVIEWED FROM LAW NUMBER 40 OF 2007
(Case Study at PT Sumber Berkat Jaya Hidup Baru- Batam City) "
Ricco Fernando
1*
, Benny Djaja
2
Master of Notarial Affairs at Tarumanagara University, Jakarta, Indonesia
Email: [email protected]
1*
2
ABSTRACT
To anticipate the possibility of dissolving a PT, the legislators also include a number of
provisions regarding conditions that must be met if a PT wants to be dissolved, must follow
the dissolution procedure based on statutory provisions. The research method used is
normative juridical, normative legal research which consists of a method based on the steps of
discovering legal principles, legal systematics, and the level of legal synchronization that is
being faced. The implementation of the dissolution of the Limited Liability Company is
reviewed from Law Number 40 of 2007 concerning Limited Liability Companies. The
dissolution of a Limited Liability Company requires stages according to the provisions of Law
Number 40 of 2007 concerning Limited Liability Companies.
Keywords: Limited Liability Company; Dissolution; Law
Introduction
In building a business, entrepreneurs need a place to be able to act to do legal acts and
interact and the choice of business type depends on the needs and goals of the founders
because any activity in the field of economic business, which is established by
entrepreneurs aims to seek profit/profit. In the legal dictionary of legal entities, bodies
or associations that are in legal traffic are recognized as legal subjects such as; companies;
foundations; institutions; and so on (Muhtadin, n.d.). Law is a supporter of rights and
obligations, just like a private human being. Rights and obligations are support for doing
a business, so that the form of a legal entity has assets that are separate from the personal
wealth of the management or founder, all obligations of the company can be fulfilled
from the assets owned (Aprilia, 2020). Each company is an Artin legal entity, yes, a body
that meets the requirements of the law as a legal subject, supports rights and obligations,
can perform legal actions, and has certain goals. To achieve this goal, companies have
their own assets, separate from personal assets or their management (Bahari, 2010).
A business form is an organization or business entity that becomes a place to move every
type of business activity, called the legal form of the company, as a container to carry
out business activities, a limited liability company is supported by organizational
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devices and human labor that controls it. In building a business, entrepreneurs need a
place to be able to act on legal actions and interact in running their business.
One ofthe legal business entities is the Limited Company (PT) regulated in Law Undang
Republik Indonesia Number 40 of 2007 which is increasingly growing in Indonesia and
becoming a pillar of Indonesia's economic development, Law on Republik Indonesia
Number 40 of 2007 concerning Perseroan The limitation that has been promulgated on
August 16, 2007, several problems that have not been resolved therefore it is the
development of the times that requires the Law on the Republic of Indonesia Number 1
of 1995 concerning Limited Enterprises must be updated.
Limited liability companies (PT) also have several weaknesses that must be known for
entrepreneurs who want to establish a limited liability company, namely: The
disadvantages of this limited liability company compared to other types of business
entities area h in the longer mechanism of establishment and ratification of legal entities
(Hidayat, 2019) This is due to the many legal acts and complicated procedures that must
be passed compared to establishing other forms of business. Moreover, the
establishment, ratification of legal entities, to registration of limited liability companies
requires costs that are classified as the most expensive compared to other types of
business entities. In addition, the amount of authorized capital at the time of
establishment and the amount of tax that must be paid to the State also make many new
entrepreneurs sometimes choose other forms of business (Indrapradja, 2020).
Although limited liability companies have weaknesses, their establishment is increasing
in Indonesia, including one of them in the city of Batam because the city of Batam is a
strategic route and close to developed countries and is a city with a good economy,
making it suitable for running a business. There are also many foreign nationals who try
to invest in Batam by establishing limited liability companies to run various types of
business fields.
By establishing a limited liability company, entrepreneurs can assure people who want
to join the business that is run will grow and have legal protection. The purpose of a
Limited Liability Company established is to run a company with a certain capital
divided into shares, in which the shareholders participate in taking one or more shares
and carry out legal actions made by the common name, with no responsibility alone for
the company's approvals (with responsibility solely limited to the paid-up capital), the
company must have a purpose and purpose as well as business activities which does
not contradict the provisions of laws and regulations, public order and/or decency
(Adhimastha et al., 2023) .
Business activities in the form of Limited Liability Companies (PT) are developing very
quickly, such as the merger and amalgamation of PT, takeover and separation of PT.
then the dissolution and liquidation of PT. The increase in the establishment of a limited
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liability company, the competitiveness and constraints faced by entrepreneurs also
increase so that there will be many limited liability companies that cannot continue their
business and end up with dissolution, to dissolution can not only be done individually
but there are laws and regulations and processes that must be passed.
It is ideal if a Limited Liability Company that will and or has been established continues,
as it is known that one of the characteristics of a company is that the activities carried
out by the company run continuously without stopping, but in reality that often occurs
between hopes or ideals with reality or different realities in the field, as well as for PT
companies there is almost certainly not the slightest in the minds of the founder of PT
that PT will be dissolved immediately after establishment.
To anticipate the possibility of dissolution of a PT, the framer of the law also includes a
few provisions about the conditions that must be met if a PT wants to be dissolved, this
is certainly one of the consequences that must be passed, in other words when a PT is
established there are various requirements that must be met, as well as when a PT is to
be dissolved, it must follow the dissolution procedure based on the provisions of the
law.
Dissolution of a PT can be grouped into 2 (two) types, namely dissolution accompanied
by liquidation and dissolution that is not accompanied by liquidation. To dissolve a
limited liability company, a mutual agreement is required between the shareholders and
appoints one as a Likudator to settle everything related to the limited liability company
and the company cannot take legal action unless it is necessary for the settlement of
dissolution.
The process of dissolving a limited liability company in Law on Republic IIndonesia
Number 40 of 2007 concerning Limited Liability Companies is regulated in Articles 142
to 152. Limited liability companies that will be dissolved no longer have income because
their activities have ended but to dissolution requires expensive costs and
implementation time that makes many entrepreneurs do not continue to disband
completely, if entrepreneurs do not complete the dissolution then the limited liability
company that has been established is still a legal entity and having responsibilities as
long as the dissolution has not been carried out, and the lack of knowledge of
entrepreneurs on how to disband the company is also one of the obstacles in its
implementation.
With the increase in the establishment of limited liability companies, it is undeniable that
many Limited Liability Companies will be dissolved as well as obstacles in
implementation such as slowviolations that occur. Based on this description, the
formulation of the problem in this study is How to Implement a Limited Liability
Company in terms of Law Number40 of 2007 concerning Limited Liability Companies
(Case Study at PT Sumber Berkat Jaya Hidup Baru-Batam City).
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Based on the results of a search of various literature and previous research related to the
title Implementation of the dissolution of the Terbata Company in terms of Law of the
Republic of Indonesia Number 40 of 2007, several studies were found that had
similarities with the title studied, but different in the focus of the problem with this
study. The paper is used as a referencein this article research.
The first paper, by Researcher Farhan Abel Septian Rachmadani with the research title
Court Determination as the Implementation of the Dissolution of the Company, which
was published in the Journal of Socio Humanities Science Vol 6 Number 2 December
2022, the focus of the research is on the stages of dissolution of the company by the
determination of the district court which focuses on Article 142 or (1) letter c of the
Limited Liability Company Law whose absolute competence is the Court State,
applications made by parties who have legal standing in the position of the company
that want to be dissolved through a court determination, namely the prosecutor's office
on the basis of the company's legal actions that result in violations of public interest or
the existence of regulations that have been violated by the company. Interested parties
and by the Company's own Organs. Dissolution through a court determination does not
cause the status of the company's hukum body to be lost, but a liquidation process is
required until the accountability of the result of the liquidation is accepted by the GMS
or court.
The second research by Niken Oetari Probowat, Abunawas, and Resi Pranata entitled
Juridical Analysis of Legal Rules for Limited Liability Company Dissolution and
Bankruptcy, published in Justitia Journal, Journal of Law, and Humanities Vol 9 No. 6
of 2022, the focus of research is the conflict over the dissolution of PT due to bankruptcy.
The application of Law Number 37 of 2004 concerning Bankruptcy and Law Number 40
of 2007 concerning Limited Liability Companies which has the potential to disrupt the
conduciveness of the business world related to legal certainty because it contains rules
that contradict each other which can cause the creation of legal benefits so that business
actors feel they do not get fair and balanced protection.
The difference between this study and the two previous studies is that ;p there is a study
that focuses more on examining how the implementation of a limited liability company
is reviewed from the Law of the Republic of Indonesia Number 40 of 2007 concerning
Limited Liability Companies (through the study of a new company at PT Sumber Berkat
Jaya Hidup Baru-Batam City) Meanwhile, the previous study first examined the
dissolution of the company through a court determination due to causes that were not
in accordance with legal provisions until the liquidation stage until the accountability of
the final liquidation result was received. Then the second study examines the process of
dissolving the company due to bankruptcy where there is a clash of laws / conflicts
between the laws governing bankruptcy and the Limited Liability Company law.
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Research Method
This researchuses legal research with a normative juridical approach. Normative legal
research consisting of a method based on the steps of finding legal principles, legal
systematics, and the level of legal synchronization that is being faced related to the
implementation of the dissolution of Limited Liability Companies based on Law
Number 40 of 2007 concerning Limited Liability Companies, By using primary data from
field research and using secondary data, namely data obtained from library materials.
This research model is used to find answers, truth values and the best solution to
problems that occur while still paying attention to the principles of legal justice.
This research uses two approaches, namely the legislative approach, namely by
examining all laws and regulations related to the legal problems faced by the so-called
and conceptual approaches, starting from the perspective of viewpoints and doctrines
that develop in the field of legal science. By studying doctrines in legal science, so that
you will find ideas related to principles, norms, principles or legal doctrines related to
the problems faced in compiling legal arguments to solve problems related to the
implementation of the dissolution of Limited Liability Companies based on Law
Number 40 of 2007 concerning Limited Liability Companies.
Result And Discussion
Limited Liability Companies were first regulated in the Commercial Law Code (KUHD)
which was described in Articles 36 to Article 56 in a concise and very simple manner,
along with the development of the Limited Liability Company Era then regulated in its
own Law as outlined in Law Number 1 of 1995 effective from the 7th March 1996, but in
the end the law was considered no longer in accordance with the development of law and
the needs of the community so it was replaced by Law of the Republic of Indonesia
Number 40 of 2007 concerning Limited Liability Companies promulgated on August 16,
2007, which has been announced in the State Gazette of the Republic of Indonesia of 2007
Number 106 and Supplement to the State Gazette of the Republic of Indonesia Number
4756.
Law on RI Number 40 of 2007 concerning Limited Liability Companies in Article 1-point
(1) states that: "A limited liability company hereinafter referred to as a company is a legal
entity that is a capital partnership, established based on an agreement, conducting
business activities with working capital entirely divided into shares and meeting the
requirements stipulated in this Law and its implementing regulations" (Indonesia, 2007a).
So, a limited liability company as a partnership with the status of a legal entity has the
following elements:
(Manurung & Sh, 2022)
1. A Limited Liability Company must meet the elements as a legal entity which is a capital
partnership,
2. Limited liability company established based on an agreement,
3. Limited liability companies must conduct business activities,
4. Limited liability companies have capital divided into shares,
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5. Limited liability companies must meet the requirements set by applicable laws and
regulations.
From this understanding, it can be interpreted that a Limited Liability Company is a legal
entity, evidenced by the ratification of the minister of Law and Human Rights, so that it
becomes an organized organization, has its own wealth in the form of a merger of business
capital between its founders in the form of shares, and has its own purpose whose
establishment is stated in an agreement usually called the Basic Anggran of Limited
Liability Company. In Article 36, Article 40, and Article 45 of the Commercial Law Code,
it is explained that a limited liability company does not have a firm, and does not use the
name of one or more of the companies, but gets its name only from the purpose of the
company (Supriadi & SH, 2021).
The regulation is not only limited to the process and requirements for the
establishment of the company, one of the things that is also regulated is related to the
dissolution of a Limited Liability Company that is no longer able to operate or carry
out its business activities as a result of the dissolution of the Limited Liability Company
which will certainly affect the legal status of the dissolved company. Company
dissolution is a process of removing the existence of the company's legal status as a
legal entity. With the dissolution of the company this means the end of all activities
and existence of the company in law.
The Company as a Legal Entity, was born and created based on a legal process.
Therefore, dissolution must also go through the legal process that applies in
accordance with Indonesia.Not only establishing a Limited Liability Company which
requires an agreement set forth in an
(Rowa, 2017) authentic deed in accordance with
the Civil Code Article 1320 for the validity of an agreement, four conditions are needed,
namely:
(Romli, 2022)
1. Agree those who bind themselves
2. Ability to make an engagement
3. A certain thing
4. A lawful cause
The dissolution of a Limited Liability Company also requires an agreement as
contained in Law of the Republic of Indonesia Number 40 of 2007 concerning Limited
Liability Companies Article 142 paragraph (1) is as follows:
1. Based on the decision of the GMS.
2. Because the period of its establishment that has been stipulated in the articles of
association has expired.
3. Based on the court's determination.
4. With the suspension of the alliance based on the decision of the commercial court
which already has permanent legal force, the company's assets are not enough to pay
the cost of the mortgage.
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5. Because the company's bankruptcy assets are declared bankrupt in a state of
insolvency as stipulated in the bankruptcy law and postponement of debt payment
obligations.
6. Due to the revocation of the company's business license, it requires the company to
liquidate in accordance with the provisions of laws and regulations. (Hadrian, 2023)
The dissolution of a Limited Liability Company is basically something that is not desired
by shareholders, therefore the implementation of the dissolution of a Limited Liability
Company as much as possible must be avoided, because the dissolution of a Limited
Liability Company will provide large losses for the shareholders of the company and
parties directly related to the company. If the dissolution of a Limited Liability Company
is inevitable, then the important thing is that every implementation of the dissolution of
a Limited Liability Company must be carried out through a legal process, as the
company as a legal entity was born and created based on the legal process, in the process
of dissolving the company in practice there are many obstacles, especially various
problems between organs within the company, conflicts of interest that often occur due
to the interests of shares that balanced within the company.(Yosephin, 2021)
The definition of dissolution of the Company according to law is in accordance with the
provisions of Article 143 paragraph (1), namely:
a. Termination of the Company's business activities;
b. However, the termination of business activities did not result in its legal entity status
being "lost";
c. The dissolved company only loses its legal entity status, until the completion of
liquidation, and the liquidator's accountability for the final liquidation process is
accepted by the GMS, District Court, or Supervisory Judge.
Dissolution of the Company does not automatically turn off or eliminate its legal entity
status. Shareholders still exist. The General Meeting of Shareholders (GMS) still
functions to make decisions if it is in accordance with the process of dissolution or
liquidation. The Board of Directors and Board of Commissioners also remainvalid The
basis for the dissolution of the Company is different in the KUHD, UUPT Number 1 of
1995 and in Law Number 40 of 2007. In the KUHD, the company is dissolved for reasons
by law or dissolved for certain legal reasons. Article 47 paragraph (2) of the KUHD states
that if a Limited Liability Company suffers a loss of up to seventy-five percent of its
capital, it will bring the dissolution of the Terbats Company by law. Meanwhile, in Law
Number 1 of 1995, PT dissolution can be based on the decision of the General Meeting
of Shareholders (GMS), the expiration of the establishment period, or a court
determination.
Dissolution of the Company Due to the Resolution of the General Meeting of
Shareholders (GMS)
The dissolution of the Company based on the resolution of the General Meeting of
Shareholders (GMS), according to Article 144 paragraph (1) of the Law can be carried
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out by the Board of Directors, the Board of Commissioners or 1 (one) or more
Shareholders representing at least 1/10 (one tenth) of the total shares with voting rights.
The Law does not provide firm reasons that can be used as reasons by the Board of
Directors, Board of Commissioners and Shareholders to submit a proposal for the
dissolution of a Limited Liability Company to the General Meeting of Shareholders
(GMS). Based on serious considerations, shareholders can submit a proposal for the
formation of a limited liability company if there are the following:
1. The Company is no longer running for a certain period;
2. The Company deviated from its objectives;
3. The Company suffered continuous losses and there was no hope of recovery;
4. The Company commits actions that are very detrimental to the interests of
shareholders;
5. The Company commits actions that are contrary to laws and regulations, public
order, or decency that harm the interests of the state or public interest.(Nugroho
Marsiyanto, 2019)
The General Meeting of Shareholders (GMS) to carry out the dissolution of the Company
must be held by the Board of Directors in accordance with the provisions of the Law can
be seen in the Article which regulates as follows:
1. To hold a General Meeting of Shareholders (GMS) preceded by a summons made by
the Board of Directors;
2. The summons shall be made within a period of no later than 14 (fourteen) days before
the date of the General Meeting of Shareholders (GMS).
3. Summons are made by Registered Letter or in the Newspaper stating the agenda of
the meeting along with notification of materials to be discussed at the General
Meeting of Shareholders (GMS) available at the Company's Office.
4. The quorum requirement is attendance of at least 3/4 (three-quarters) of the total
number of shares with voting rights, present or represented at the GMS.
5. The requirement for the validity of the resolution of the General Meeting of
Shareholders (GMS), if approved by at least 3/4 (three-quarters) of the number of
votes issued at the GMS.
6. The dissolution of the Company is effective from the moment stipulated in the GMS
resolution.
Dissolution of the Company Due to the End of Establishment Period
The dissolution of the company occurs due to the law if the period of establishment of
the company stipulated in the Articles of Association ends, which is affirmed in Article
145 paragraph (1) of the Law. Furthermore, in Article 145 paragraph (2) of the UUPT, it
is stated that within a period of no later than 30 (thirty) days after the company's
establishment period ends, the General Meeting of Shareholders (GMS) determines the
appointment of liquidators. This means that the period of holding the GMS is no later
than 30 (thirty) days after the period of establishment of the Company ends.
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Starting from the date the establishment of the Company expires, the Board of Directors
may not or is prohibited from taking legal action. Although Article 142 paragraph (6) of
the Law states that the dissolution and appointment of liquidators does not mean that
members of the Board of Directors and the Board of Commissioners are dismissed,
according to article 145 paragraph (3) of the Law, they do not have the capacity and
authority to carry out legal acts (rechtshandeling, legal act). All legal actions in order to
settle the liquidation, transfer entirely to the liquidator.
Dissolution of the Company Based on the Determination of the District Court
The process of dissolution of the company based on the District Court Determination is
regulated in the provisions of the Law can be seen in Articlel which regulates as follows:
Article 146 paragraph (1) states: "The District Court may dissolve the Company on:
1. Request for prosecutorship based on the reason that the Company violates the public
interest or the Company commits acts that violate laws and regulations;
2. Application of interested parties based on the reason for a legal defect in the deed of
incorporation;
3. Application of shareholders, Board of Directors or Board of Commissioners based on
the reason that the Company is impossible to continue".
According to the explanation of Article 146 paragraph (1) point c, what is meant by the
reason "the Company is impossible to continue", among others:
1. The Company has not conducted business activities (inactive) for 3 (three) years or
more, as evidenced by a notification letter submitted to the "tax authority",
2. If most of the shareholders have "unknown addresses" even though they have been
summoned through advertisements in newspapers, so that the GMS cannot be held,
3. If the balance of share ownership in the Company is such that the GMS cannot take a
valid decision, for example, 2 (two) camps of shareholders own 50% (fifty percent) of
each share, or
4. The Company's wealth has been reduced to such an extent that with the existing
wealth, the Company can no longer continue its business activities.
Article 146 paragraph (2) states "In the determination of the Court also stipulated the
appointment of liquidators". The determination of the PN that failed to determine the
appointment of a liquidator resulted in the determination being unworkable, because no
liquidator would act to make a settlement.
If this happens, according to M. Yahya Harahap to overcome the case of the
Determination that neglects to determine the appointment of liquidators, perhaps two
ways can be taken:
1. Apply the provisions of Article 142 paragraph (3), namely by itself the Board of
Directors acting as liquidator, or
2. Apply again, for the PN to appoint a liquidator (Triatama et al., 2023).
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Dissolution of the Company Due to the Company's Bankruptcy Assets Not Enough to
Pay Bankruptcy Costs
In Article 142 paragraph (1) letter a of the Law, it reads as follows: "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". Based
on this description, the method of dissolution regulated therein is related to Article 17
paragraph (2) and Article 18 of Law Number 37 of 2004 concerning Bankruptcy and
Suspension of Debt Payment Obligations (KPKPU Law).
According to Article 17 paragraph (2) of the KPKPU Law, the panel of judges who cancel
the bankruptcy declaration decision also determines the election fee and receivership
fee. Furthermore, the Explanation of this article provides guidelines to the Panel of
Judges who decide bankruptcy cases, so that bankruptcy costs are determined based on
the details submitted by the Curator after hearing the consideration of the Supervising
Judge.
Bankruptcy fees and receivership fees according to Article 17 paragraph (3) of the
KPKPU Law, are charged to the "applicant party" for the bankruptcy declaration
(voluntair petition) or to the bankruptcy applicant (involuntary petition) and the Debtor
in the ratio determined by the Panel of Judges. And for the implementation of the
payment of bankruptcy fees and receivership fees, the Chief Justice of the District Court
issues an Order of Execution on the application of the Curator.
If the bankruptcy assets are not sufficient to pay the bankruptcy costs, the Commercial
Court on the proposal of the Supervising Judge and after hearing the committee of
temporary creditors (if any), and after lawfully summoning or hearing the debtor, may
decide on the "revocation of the bankruptcy declaration judgment", and the judgment is
pronounced in a hearing open to the public.88 In this case the Commercial Court
simultaneously decides on the dismissal of the receivership by taking into account the
provisions in the UUKPKPU (Triatama et al., 2023).
Dissolution of the Company Due to the Company's Bankruptcy Assets that Have Been
Declared Bankrupt in a State of Insolvency
The process of dissolution due to the Company's bankruptcy assets is in a state of
insolvency, related to the provisions of Article 187 of Law Number 40 of 2004 concerning
Bankruptcy and Suspension of Debt Payment Obligations (KPKPU Law). According to
this article, after the insolvency of the property is in a state of insolvency, the Supervising
Judge may convene a Meeting of Creditors on the appointed day, hour and place. The
purpose of the meeting, to hear them as necessary about how to settle the bankruptcy
assets, and if necessary to hold a match for receivables entered after the expiration of the
grace period. If someone else submits a bill after exceeding the specified time
In the determination of theSupervisory Judge, according to Article 187 paragraph (1) of
the KPKPU Law, matches can still be made in the Creditors Meeting regarding how to
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settle bankruptcy assets held by the Supervisory Judge. Starting from the provisions
mentioned above in relation to the provisions of Article 142 paragraph (1) letter e of the
Law, starting from the time the Company was declared bankrupt by the Commercial
Court, the Company has been in a state of "insolvency". This means that since then there
has been a dissolution of the Company in accordance with the provisions of Article 142
paragraph (1) letter e of the Law. Therefore, the General Meeting of Shareholders (GMS)
appoints liquidators to carry out liquidation.
Dissolution of the Company Due to the Revocation of the Company's Business
License
The occurrence of the dissolution of the Company as stipulated in Article 142 paragraph
(1) letter f of the Law is: "Due to the revocation of the Company's business license, it requires
the Company to liquidate in accordance with the provisions of laws and regulations" (Indonesia,
2007b)
The dissolution of the Company if its business license is revoked is imperative, namely
the Company is "obliged" to liquidate. The nature of the imperative depends on the
condition, if the license is revoked, it makes it impossible for the Company to do business
in other fields. Therefore, if the business license of the Company concerned covers
various business fields and one of them is revoked, there will be no dissolution of the
Company.
In the event of dissolution of the Company based on the resolution of the GMS, because
the period of establishment stipulated in the AD has expired or with the revocation of
bankruptcy based on the decision of the Commercial Court which has permanent legal
force, the dissolution must be followed by liquidation carried out by the liquidator. If
the dissolution occurs because the Company's bankrupt assets that have been declared
bankrupt are in a state of insolvency, the Curator who acts to liquidate is the Curator.
This is affirmed in the explanation of Article 142 paragraph (2) letter a of the Law which
states, what is meant by liquidation carried out by the Curator is liquidation specifically
carried out if the Company dissolves based on because the Company's assets that have
been declared bankrupt, are in a state of insolvency. The appointment or appointment
of liquidators is carried out by:
a. GMS, If the dissolution of the Company occurs due to the decision of the GMS,
because the period of establishment expires or with the revocation of bankruptcy
based on the decision of the Commercial Court, the authority to appoint the liquidator
is the GMS.90 In this case, according to Article 142 paragraph (3) of the Law if the
GMS does not appoint or appoint a liquidator, the Board of Directors acts as
liquidator.
Especially for the appointment of liquidators based on the dissolution of the
Company due to the expiration of the establishment period, Article 145 paragraph (2)
of the Law determines the period of appointment of liquidators, which must be
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appointed by the GMS within a period of at least 30 (thirty) days after the Company's
establishment period ends.
b. District Court, If the dissolution of the Company occurs based on the District Court
Determination, the Appointment / Appointment of liquidators is carried out by the
Court by the way stated in the Determination.
According to Article 142 paragraph (2) point b of the Law which states "The Company
cannot take legal action, unless it is necessary to settle all the Company's affairs in the
context of liquidation. If this prohibition is violated by the Company, then based on
Article 142 paragraph (5) of the Law, members of the Board of Directors, members of the
Board of Commissioners and the Company are jointly responsible for such legal actions.
As mentioned in Article 143 paragraph (1) of the UUPT although the dissolution of the
Company does not result in the Company losing its legal entity status during the
liquidation or settlement process, according to Article 142 paragraph (2) point b, the
Company can no longer carry out legal actions. Violation of members of the Board of
Directors or members of the Board of Commissioners against the prohibition, is
threatened by assuming responsibility jointly for the act.
Notification of dissolution of Limited Liability Company to Creditors and Ministers is
carried out in the manner stipulated in Article 147 of the Law, which states:
1. Within a period of no later than 30 (thirty) days from the date of dissolution of the
Company, the liquidator must notify: To all creditors regarding the dissolution of the
Company by announcing the dissolution of the Company in the Newspaper and State
Gazette of the Republic of Indonesia; and Dissolution of the Company to the Minister
to be recorded in the Company's register that the Company is in liquidation (Widodo
et al., 2022).
2. Notification to creditors in the Newspaper and State Gazette of the Republic of
Indonesia as referred to in paragraph (1) point a contains: dissolutionof the company
and its legal basis, name and address of the liquidator; , procedures for submitting
bills, bill submission periods.
3. The period for submitting a bill as referred to in paragraph (2) point d shall be 60
(sixty) days from the date of announcement as referred to in paragraph (1).
4. Notification to the Minister as referred to in paragraph (1) point b must be completed
with evidence of the legal basis for the dissolution of the Company; and notification
to creditors in the Newspaper as referred to in paragraph (1) letter a.
If the notice of dissolution of the Company to creditors and the Minister has not been
made by the liquidator, then the dissolution of the Company does not apply to third
parties. Likewise, if the liquidator fails to notify creditors and the Minister, the
liquidator, and the Company are jointly responsible for losses suffered by third parties,
as stipulated in Article 148 of the Law.
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After the company's liquidation process is complete, the Liquidator provides an answer
to the General Meeting of Shareholders (GMS) or the court that appointed it.
Furthermore, the liquidator announces the results of the liquidation process in the
Newspaper and notifies the Minister after the General Meeting of Shareholders (GMS)
provides repayment and release to the liquidator or after the court accepts the
responsibility of the liquidator appointed by him [Article 152 paragraph (1) to paragraph
(3) of the Law]. Then the Minister records the expiration of the Company's legal entity
status and removes the Company's name from the Company's register. Furthermore, the
Minister announced the end of the Company's legal entity status in the State Gazette of
the Republic of Indonesia, as stipulated in Article 152 paragraph (5) to paragraph (8) of
the Law.
The conditions for dissolution with Legal Entity System Administration (SABH) for the
dissolution of a Limited Liability Company that has been established previously must
meet the conditions for the dissolution of a Limited Liability Company contained in Law
Number 40 of 2007 so that the next process is carried out by dissolution with the Legal
Entity System Administration (SABH) where the dissolution of the Limited Liability
Company is carried out in the following ways:
1. Announcements in the daily mail feed
2. Daily feed date format (DD-MM-YY) mail
3. Minutes of the GMS or decisions of shareholders outside the GMS
4. Court Decision Letter
5. Description Letter from the liquidator
6. Statement Letter from the Curator
7. Certificate of Agency Revoking Business License
8. Notification of the liquidator regarding accountability for the results of the liquidation
processes, dissolution can be said to be legally valid if it has passed the process of legal
dissolution and dissolution by the Legal Entity Administration System (SABH).
Conclusion
Based on the results of the discussion, the author can conclude that the result in this
study is the implementation of the dissolution of Limited Liability Companies in terms
of Law Number 40 of 2007 concerning Limited Liability Companies.
Between theory and practice in the field in carrying out dissolution, there are many
obstacles such as expensive costs, slow time periods and individuals who seek
opportunities to benefit from ignorance. Entrepreneurs these things make entrepreneurs
not carry out complete dissolution
Bibliography
Adhimastha, B., Kagramanto, B., & Prasetyowati, E. (2023). Urgence of Regulations for
The Acquisition of Limited Company Share in Indonesia. Journal of World Science,
2(5), 726–737. Google Scholar
Vol. 2, No. 6, 2023
[Implementation of Limited Liability Company Dissolution Reviewed from
Law Number 40 of 2007]
696
Ricco Fernando, Benny Djaja
Aprilia, A. A. (2020). Aspek Hukum Perjanjian Sewa Menyewa Rahim (Studi Perbandingan
Hukum Indonesia, India, Dan Thailand. Google Scholar
Bahari, A. (2010). Prosedur Cepat Mendirikan Perseroan Terbatas. Yogyakarta: Pustaka
Yustisia. Google Scholar
Hadrian, E. (2023). Implications of Limited Liability Company After Being Declared
Bankrupt. International Journal of Social Service and Research, 3(4), 911–914. Google
Scholar
Hidayat, M. H. (2019). Badan Hukum, Separate Legal Entity Dan Tanggung Jawab
Direksi Dalam Pengelolaan Perusahaan. National Journal of Law, 1(1). Google
Scholar
Indonesia, R. (2007a). Undang-undang Republik Indonesia nomor 40 tahun 2007 tentang
perseroan terbatas. Jakarta: Sekretariat Negara. Google Scholar
Indonesia, R. (2007b). Undang-undang Republik Indonesia nomor 40 tahun 2007 tentang
perseroan terbatas. Jakarta: Sekretariat Negara. Google Scholar
Indrapradja, I. S. (2020). Kajian Yuridis Terhadap Tanggung Jawab Direksi Dan Dewan
Komisaris Pada Struktur Organisasi Perseroan Terbatas Yang Bersifat Kolegialitas
Menurut Undang-Undang Nomor 40 Tahun 2007 Tentang Perseroan Terbatas.
Jurnal Ilmiah Magister Administrasi, 13(1). Google Scholar
Manurung, A. A., & Sh, M. K. (2022). Hak Pemegang Saham Perseroan Terbatas
Berdasarkan Undang-Undang Nomor 40 Tahun 2007 Tentang Perseroan Terbatas.
Jurnal Keadilan, 3(1). Google Scholar
Muhtadin, W. L. (N.D.). Analisis Implementasi Musyārakah Mutanāqişah Pada Take Over
Pembiayaan Hunian Syariah. Google Scholar
Nugroho Marsiyanto, N. M. (2019). Success Story Of Increasing Ouil Production and
Sand Handling Performance By PCP Implementation In Heavy Oil Reservoir
Under CSS Treatment. 43rd Annual Convention of the Indonesian Petroleum Association
2019. Google Scholar
Romli, M. (2022). Konsep Syarat Sah Akad Dalam Hukum Islam Dan Syarat Sah
Perjanjian Dalam Pasal 1320 KUH Perdata. TAHKIM, 17(2), 173–188. Google
Scholar
[Implementation of Limited Liability Company Dissolution Reviewed from
Law Number 40 of 2007]
Vol. 2, No. 6, 2023
https://edunity.publikasikupublisher.com
697
Rowa, A. A. (2017). Perlindungan Hukum Bagi Pemegang Saham Minoritas Perseroan
Terbatas. Disertasi, Pascasarjana, Universitas Hasanuddin. Makassar. Google
Scholar
Supriadi, D. R. A., & SH, M. H. (2021). Kecelakaan Lalu Lintas dan Pertanggungjawaban
Pidana Korporasi: dalam Perspektip Hukum Pidana Indonesia. Penerbit Alumni. Google
Scholar
Triatama, B. Y., Al Fiter, M. H. R., & Sumriyah, S. (2023). Perlindungan Hukum Terhadap
Pemegang Saham pada Proses Likuidasi Perseroan Terbatas (Studi Kasus: Putusan
Pengadilan Negeri Jakarta Pusat Nomor: 76/Pdt. P/2021/Pn Jkt. Pst). Jurnal Riset
Rumpun Ilmu Sosial, Politik Dan Humaniora (JURRISH), 2(2), 158–177. Google Scholar
Widodo, T., Syauket, A., & Zainab, N. (2022). Buku Referensi dengan Judul" Perlindungan
Hukum bagi Pekerja & Serikat Pekerja dalam hal Peralihan Kepemilikanan Perusahaan".
Google Scholar
Yosephin, P. P. (2021). Analisis Yuridis Pembubaran Perseroan Terbatas (PT) Yang Tidak
Beroperasi. Recital Review, 3(2), 314–330. Google Scholar
