🏢PEMBUBARAN PT DISEBABKAN INI [series hukum PT] #hukum #pt #ranykartikalibrary

Summary

This video provides a detailed explanation about the legal aspects of the dissolution of a Limited Liability Company (PT) in Indonesia, based on Law No. 40/2007 on PT and other regulations. The presenter outlines the essential requirements for establishing a PT, including formalities like the notarial deed and government approval. The video highlights the causes of PT dissolution, such as expiration of operational terms, court decisions, or bankruptcy. It also discusses the role of PT's organs, such as the RUPS (shareholders), directors, and commissioners, in the decision-making process of dissolution. The importance of understanding these legal processes is emphasized, especially for law students and those intending to establish a PT.

Takeaways

• 😀 PT (Perseroan Terbatas) is a legal entity formed through a partnership of capital, with shares divided among stakeholders, based on an agreement.
• 😀 PT is a legal entity and can perform legal actions like individuals, including owning property, incurring debts, and fulfilling obligations.
• 😀 To establish a PT, a minimum capital of IDR 50 million is required, and the process involves creating a notarial deed of establishment and obtaining official recognition from the Ministry of Law and Human Rights.
• 😀 PT has two types of requirements: material (substantial) and formal (procedural), including having its own assets, independent responsibilities, and operating under a notarial deed.
• 😀 PT must be officially registered and recognized by the government (Ministry of Law and Human Rights) to gain the legal status of a corporate entity.
• 😀 Once PT achieves legal status, it is bound by its actions, and its founders will not be personally liable for the company's obligations unless the PT has not yet been registered.
• 😀 The governing bodies of a PT include the RUPS (General Meeting of Shareholders), the Board of Directors (management), and the Board of Commissioners (supervisory body).
• 😀 PT may be dissolved for various reasons, including the expiration of its set operational period, bankruptcy, or legal violations, as per the company law.
• 😀 The dissolution process of PT can be initiated through a decision by the General Meeting of Shareholders (RUPS), which requires the approval of a majority vote (3/4 of the shareholders).
• 😀 In case of bankruptcy or failure to meet legal obligations, PT can be liquidated to settle outstanding debts, with a designated liquidator overseeing the process.

Q & A

What is a Perseroan Terbatas (PT)?

A Perseroan Terbatas (PT) is a limited liability company in Indonesia. It is a legal entity formed by a partnership of capital and is established based on an agreement. The company's capital is divided into shares, and it must meet the requirements set by Indonesian law, particularly Law No. 40 of 2007.

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

To establish a PT in Indonesia, the company must have a minimum capital of 50 million IDR, which is divided into shares. The company must also create an official deed of incorporation, which needs to be notarized, and obtain recognition from the government, specifically the Ministry of Law and Human Rights, to be recognized as a legal entity.

How does the status of a PT change once it is established?

Once a PT is legally established and its incorporation is recognized by the Ministry of Law and Human Rights through an official decree (SK), it gains the status of a legal entity. This means the PT can act on its own behalf, enter into contracts, and be held accountable for its actions, similar to how an individual would.

What is the role of the shareholders in a PT?

Shareholders in a PT hold ownership of the company through their shares. They have the authority to make decisions on significant matters, such as company policy and the dissolution of the PT. Their role is primarily exercised through the General Meeting of Shareholders (RUPS), where major decisions are voted upon.

What are the different bodies within a PT and what do they do?

A PT has three main bodies: the General Meeting of Shareholders (RUPS), the Board of Directors (Direksi), and the Board of Commissioners (Dewan Komisaris). The RUPS is responsible for making major decisions, such as the dissolution of the company. The Board of Directors manages the daily operations, while the Board of Commissioners supervises the directors and ensures compliance with regulations.

What are the common causes for the dissolution of a PT?

A PT may be dissolved for several reasons, including: a decision made by the RUPS, the expiration of the company's term (if specified in the Articles of Association), a ruling from the court due to insolvency, or the revocation of the company's business license. The process also includes liquidation to settle any remaining financial obligations.

What is the process for dissolving a PT?

The process for dissolving a PT typically begins with a proposal from the shareholders in the RUPS. If approved by a majority vote (at least 75% of shareholders present), the PT will proceed to liquidate its assets and settle its debts. Liquidation involves appointing a liquidator who oversees the process and ensures all financial matters are settled according to the law.

What happens to a PT's legal standing after it is dissolved?

Once a PT is dissolved, it can no longer conduct business or enter into legal agreements. The company ceases to exist in a functional capacity, and the roles of the directors and commissioners are nullified. Any further actions by these individuals on behalf of the dissolved PT are not legally binding.

What are the consequences for the directors or commissioners of a dissolved PT?

If a PT is dissolved and its directors or commissioners continue to act on behalf of the company or engage in business activities in the company's name, they may be held personally liable for any resulting losses or damages. This liability is shared jointly among the responsible individuals.

Who is responsible for overseeing the liquidation of a dissolved PT?

The liquidation of a dissolved PT is managed by a liquidator. This individual or team is tasked with overseeing the sale of the company's assets, the settling of debts, and distributing any remaining funds to the shareholders. The liquidator can be appointed by the shareholders or, in certain cases, the court.