Amendments to the Articles of Association and Corporate Data of a Limited Liability Company Without the Approval of Series A Shareholders (Case Study of Decision Number 79/Pdt.G/2021/PN JKT SEL)

Abstract

a

 Limited Liability Company is regulated under Law Number 40 of 2007 concerning Limited Liability Companies. In a Limited Liability Company, there is a capital partnership consisting of Authorized Capital and Issued/Paid-up Capital. In determining an agenda at the General Meeting of Shareholders (GMS), shares play a significant role in determining the outcome of resolutions. Shares are classified according to the share classifications stipulated in Article 53 paragraph (4) of the Company Law. In decision-making, voting shares are required. The research method used in this study is normative juridical research by examining secondary data through library research. The legal materials used are based on statutory regulations and literature materials such as books, journals, and other references. The validity of changes to the management structure without the approval of the majority shareholders is generally considered invalid. Important aspects that must be considered relate to the procedures of the GMS, namely the summons procedure; the implementation of the GMS, including attendance quorum, approval quorum, and the venue of the GMS; and the submission of data into the Legal Entity Administration System (SABH). If these procedures have been carried out in accordance with the applicable laws and regulations, then the changes to the management structure may still be deemed valid. However, in this case, the changes to the management structure were invalid because shareholders holding voting rights were not involved in the decision-making process regarding the changes to the management structure. The liability of the Notary who executed the deed of amendment to the management structure without a valid GMS may result in civil sanctions, causing the deed executed by the Notary to become null and void by operation of law.