Hukum Perusahaan - Perseroan Terbatas Sebagai Subjek Hukum #PT

Summary

This video provides a comprehensive explanation of 'Perseroan Terbatas' (PT), a legal entity in Indonesia, including its historical roots, legal foundation, and key features. The speaker discusses PT's role as a limited liability company, the requirements for establishing a PT, and the legal framework set by Law No. 40 of 2007. It covers essential aspects such as shareholder liability, the structure of PTs, and the distinction between different business entities. The video aims to help viewers understand PTs as legal subjects, their formation process, and their operational mechanisms within the context of Indonesian business law.

Takeaways

• 😀 PT (Perseroan Terbatas) is a limited liability company, governed by Law No. 40 of 2007 in Indonesia.
• 😀 The term 'Perseroan' refers to shares (sero), which are the capital invested by shareholders in the company.
• 😀 'Terbatas' indicates that the company's shareholders' liability is limited, meaning they are only liable for their shares.
• 😀 PT can either be a closed or an open company, depending on whether it involves the public in the stock market.
• 😀 The establishment of a PT is based on a partnership agreement, and it requires a notarial deed to be valid.
• 😀 PT can be considered a legal entity with rights and obligations, capable of engaging in legal actions like a natural person.
• 😀 A PT must have a minimum of two people to establish it, and a notarial deed is required for its formation.
• 😀 The company’s capital is represented by shares, and the total shares determine the operational capital of the PT.
• 😀 A PT’s structure includes directors, who manage the company, and commissioners, who oversee the directors.
• 😀 To establish a PT, certain conditions must be met, such as having a minimum capital and a clear share allocation process.
• 😀 PTs can be held accountable for legal actions and debts, as they are treated as separate legal entities from their founders.

Q & A

What is the definition of PT (Perseroan Terbatas) as a legal entity?

PT is defined as a legal entity which is a partnership of capital, established based on an agreement, and operates using capital entirely divided into shares, as per Law No. 40 of 2007 on limited liability companies.

What are the historical origins of PT in Indonesia?

PT has existed since the Dutch colonial period, where the Dutch implemented regulations for PT establishments which were initially recorded in the civil and commercial law books, and then adapted into Indonesian laws, such as Law No. 40 of 2007.

What does the term 'Perseroan Terbatas' mean?

The term 'Perseroan Terbatas' consists of two words: 'perseroan', which refers to shares (modal or capital invested by shareholders), and 'terbatas', which indicates that the company's shareholders are limited in number and their liability is limited to their shareholdings.

How does a PT's legal structure differentiate from that of individuals?

A PT, as a legal entity, operates under a concept called 'fiction theory', which treats it like an individual person. It can own assets, incur liabilities, and enter into legal agreements through its representatives, such as directors or commissioners.

What is the role of the board of directors and commissioners in a PT?

The board of directors is responsible for representing the PT in legal and operational matters, while the board of commissioners supervises the directors. Both boards enable the PT to operate in a structured manner, with the directors handling day-to-day operations and the commissioners overseeing them.

What are the basic requirements for establishing a PT in Indonesia?

To establish a PT, there are four main requirements: at least two individuals must agree to form the PT, an authentic deed must be created, the company must have a minimum capital of IDR 50 million, and there must be a process of issuing initial shares to fund operational activities.

What does 'modal dasar' refer to in the context of PT?

Modal dasar refers to the initial capital of a PT, which is set as a base amount for the company. In general, it should be at least IDR 50 million, which includes both the paid-up capital and the authorized capital.

What is the significance of shares in a PT?

Shares in a PT represent ownership interests in the company. They are a form of capital that is invested by shareholders, and they determine the shareholders' financial stakes in the company's profits and liabilities.

How does a PT's legal status impact its ability to act as a legal subject?

As a legal entity, a PT can act as a legal subject, meaning it can own property, enter contracts, sue and be sued, and carry out business activities. This is because the PT, as a 'person' under the law, is distinct from its founders or shareholders.

What does the 'organ theory' in the context of PT mean?

The 'organ theory' suggests that a PT can only operate through its organs, such as the board of directors and commissioners. These organs act as the functional components of the PT, enabling it to take legal actions, like a human would through a body and mind.