Seluk Beluk Perseroan Terbatas

Summary

In this video, the speaker provides an overview of a limited liability company (Perseroan Terbatas, or PT) in Indonesia. They explain its structure, key elements such as shareholders, directors, and commissioners, and how they interact according to legal frameworks. The speaker contrasts PTs with other business entities like firms, discussing the concept of limited liability and the unique characteristics of PTs, including the role of shares and stock markets. Additionally, the video touches on recent legal changes affecting PTs and small businesses, emphasizing the importance of understanding the responsibilities and costs before establishing a PT.

Takeaways

• 😀 PT (Perseroan Terbatas) is a limited liability company in Indonesia, which means shareholders' liabilities are limited based on their shares.
• 😀 The key characteristic of PT is that it has shares, which represent the company's capital, unlike other business types where capital is more tangible.
• 😀 In a PT, the ownership and responsibilities are divided based on the shares held by shareholders.
• 😀 For publicly traded PTs, shares are digital and can be traded on the stock exchange, while private PTs do not allow share trading.
• 😀 The highest authority in a PT is the shareholders, who can elect and dismiss the board of directors and make decisions on company policies.
• 😀 The directors manage the company, with full responsibility for the company's activities, including profits, losses, and legal actions.
• 😀 The board of commissioners acts as a supervisor, ensuring the company runs properly and providing advice to the directors.
• 😀 Positions below the directors, like HR, marketing, or financial managers, are governed by the company's bylaws, not specific laws.
• 😀 A PT requires at least two shareholders, and if the number falls below that, the company's legal status is at risk.
• 😀 The Cipta Kerja (Job Creation Law) allows small businesses (UMKM) to form a PT, even with a single founder, though it comes with legal and financial implications.

Q & A

What is a Perseroan Terbatas (PT)?

A Perseroan Terbatas (PT) is a limited liability company in Indonesia. It is a legal entity where shareholders are only liable for the company’s debts up to the amount of their capital investment.

How does a PT differ from other company structures like Firma?

In a PT, shareholders' liability is limited to their capital investment, while in a Firma, liability and management are shared without limitation. PT offers more protection to shareholders.

What is the significance of shares in a PT?

Shares in a PT represent ownership and investment in the company. These shares may be traded if the company is public (Tbk), and they can be viewed as digital assets, unlike tangible assets in other business structures.

What are the key structural roles in a PT?

The key roles in a PT are the shareholders, directors, and commissioners. Shareholders have the highest authority, while directors manage daily operations and commissioners provide oversight and guidance.

Who holds the highest authority in a PT?

Shareholders hold the highest authority in a PT. They make decisions regarding the appointment of directors, commissioners, major policies, and changes to the company’s foundational documents.

What is the role of the directors in a PT?

Directors are responsible for managing the day-to-day operations of the company. They are also accountable for the company’s legal actions, financial performance, and overall success.

What is the function of the commissioners in a PT?

Commissioners act as supervisors of the company's management. They ensure that the directors operate the company effectively and in compliance with legal and corporate standards.

Can a PT be owned by just one person?

Yes, according to the 2020 Omnibus Law, a single person can establish a PT, especially for Micro, Small, and Medium Enterprises (UMKM). However, traditionally, a PT requires at least two shareholders.

What legal changes were introduced by the Omnibus Law in 2020 regarding PTs?

The Omnibus Law in 2020 allowed for the establishment of PTs by a single shareholder, particularly for UMKM, and introduced several regulations to simplify business establishment and operation.

What are the requirements for establishing a PT in terms of shareholders?

A PT must have at least two shareholders. In some cases, such as with married couples, the shares must be distinctly separated to comply with the legal requirement of multiple shareholders.

What is the significance of the company’s foundational documents (Anggaran Dasar)?

The company’s foundational documents, or Anggaran Dasar, define the company's internal structure, including the rights and duties of shareholders, directors, and commissioners, as well as operational policies.