Compliance with legal provisions

Oct 13, 2025 by talynt.org 59 views

Legal Implications for Implementation of Extraordinary General Meeting of Shareholders who do not meet the provisions of the Limited Liability Company Law related to the sale and purchase of PT shares (Decision Study Number 426/PDT/2019/PT.BDG)

Introduction

The implementation of an Extraordinary General Meeting of Shareholders (GMS) in a limited liability company (PT) is a crucial process that requires attention to administration and compliance with various legal provisions. One significant aspect that is highlighted is the mechanism of buying and selling shares in a PT and how this has the potential to have a legal impact when it is not carried out in accordance with existing provisions. In this study, we will explore decision number 426/PDT/2019/PT.BDG, which is a significant example of this legal problem.

The Importance of Compliance with Legal Provisions

The transfer of rights to shares in limited liability companies can occur through various ways, such as buying and selling, inheritance, or auction. However, every transfer of rights to shares must be carried out with a deed of transfer. This aims to create clarity and legal certainty for all shareholders. In the Articles of Association, there can be more specific rules regarding stock offerings in advance to certain shareholders. Therefore, when this process is not obeyed, whether or not the transition can be questioned.

The implementation of the GMS must begin with a valid summons process so that the resulting decisions can be received by all shareholders. However, if the GMS is extraordinary and does not meet the existing legal provisions, problems can arise. In the case of decision number 426/PDT/2019/PT.BDG, it was found that the incompatibility of the procedure in the GMS had the potential to cause a lawsuit. This shows that every decision taken in the GMS that is not in accordance with the UUPT can be considered invalid and has implications for the validity of the Shares Transfer Deed (PKR), as well as changes in the Articles of Association of PT.

The Mechanism of Transitional Right to Stock

For example, if a shareholder wants to sell their shares to another shareholder, they must follow the procedure set out in the Articles of Association. This includes obtaining the approval of the GMS and executing a deed of transfer. If the shareholder fails to follow this procedure, the transfer of shares may be considered invalid, and the buyer may not be able to claim ownership of the shares.

Implementation of Extraordinary General Meeting of Shareholders

Extraordinary GMS as an important organ in a PT must be carried out based on procedures set in the Limited Liability Company Law (UUPT), specifically Article 81. This meeting not only aims to ratify decisions related to changes within the company, but also as a forum to recognize and Approve every important transaction such as buying and selling shares. The implementation of the GMS must begin with a valid summons process so that the resulting decisions can be received by all shareholders.

However, if the GMS is extraordinary does not meet the existing legal provisions, problems can arise. In the case of decision number 426/PDT/2019/PT.BDG, it was found that the incompatibility of the procedure in the GMS had the potential to cause a lawsuit. This shows that every decision taken in the GMS that is not in accordance with the UUPT can be considered invalid and has implications for the validity of the Shares Transfer Deed (PKR), as well as changes in the Articles of Association of PT.

Legal Implications

The legal implications of the implementation of extraordinary GMS that do not meet the provisions can vary. If the GMS is considered invalid, then all decisions taken in the meeting can be considered null and void. This includes all the changes proposed in the Limited Liability Company's Articles of Association. Thus, every action taken by the company after the GMS can be the subject of the lawsuit in court, and can harm all parties involved.

Non-compliance with the GMS procedure can cause legal uncertainty that is detrimental to shareholders, both financially and reputation. Therefore, it is important for every company to ensure that all processes carried out in accordance with applicable legal provisions in order to avoid legal issues in the future.

Conclusion

Overall, the implementation of the Extraordinary General Meeting of Shareholders who did not comply with the provisions of the UUPT related to the sale and purchase of shares could have a significant legal impact. It is important for every PT to understand and comply with existing procedures so that the transfer of rights to shares and other important decisions can be legally recognized. This research reminds us of the importance of compliance with the law in every aspect of the company's operations.

Recommendations

Based on the findings of this study, the following recommendations are made:

Compliance with legal provisions: Every company must ensure that all processes carried out in accordance with applicable legal provisions in order to avoid legal issues in the future.
Proper implementation of GMS: The GMS must be carried out based on procedures set in the Limited Liability Company Law (UUPT), specifically Article 81.
Valid summons process: The implementation of the GMS must begin with a valid summons process so that the resulting decisions can be received by all shareholders.
Deed of transfer: Every transfer of rights to shares must be carried out with a deed of transfer to create clarity and legal certainty for all shareholders.

By following these recommendations, companies can avoid legal issues and ensure that their operations are carried out in accordance with the law.
Frequently Asked Questions (FAQs) about Legal Implications for Implementation of Extraordinary General Meeting of Shareholders

Q1: What is an Extraordinary General Meeting of Shareholders (GMS)?

A1: An Extraordinary General Meeting of Shareholders (GMS) is a meeting of shareholders in a limited liability company (PT) that is held to make important decisions, such as buying and selling shares, changing the Articles of Association, or making other significant changes to the company.

Q2: What are the legal implications of not complying with the provisions of the Limited Liability Company Law (UUPT) related to the sale and purchase of shares?

A2: If the GMS is extraordinary and does not meet the existing legal provisions, problems can arise. In the case of decision number 426/PDT/2019/PT.BDG, it was found that the incompatibility of the procedure in the GMS had the potential to cause a lawsuit. This shows that every decision taken in the GMS that is not in accordance with the UUPT can be considered invalid and has implications for the validity of the Shares Transfer Deed (PKR), as well as changes in the Articles of Association of PT.

Q3: What is the mechanism of transitional right to stock?

A3: The transfer of rights to shares in limited liability companies can occur through various ways, such as buying and selling, inheritance, or auction. However, every transfer of rights to shares must be carried out with a deed of transfer. This aims to create clarity and legal certainty for all shareholders. In the Articles of Association, there can be more specific rules regarding stock offerings in advance to certain shareholders. Therefore, when this process is not obeyed, whether or not the transition can be questioned.

Q4: What are the consequences of non-compliance with the GMS procedure?

A4: Non-compliance with the GMS procedure can cause legal uncertainty that is detrimental to shareholders, both financially and reputation. Therefore, it is important for every company to ensure that all processes carried out in accordance with applicable legal provisions in order to avoid legal issues in the future.

Q5: What are the recommendations for companies to avoid legal issues?

A5: Based on the findings of this study, the following recommendations are made:

Compliance with legal provisions: Every company must ensure that all processes carried out in accordance with applicable legal provisions in order to avoid legal issues in the future.
Proper implementation of GMS: The GMS must be carried out based on procedures set in the Limited Liability Company Law (UUPT), specifically Article 81.
Valid summons process: The implementation of the GMS must begin with a valid summons process so that the resulting decisions can be received by all shareholders.
Deed of transfer: Every transfer of rights to shares must be carried out with a deed of transfer to create clarity and legal certainty for all shareholders.

Q6: What is the importance of compliance with the law in every aspect of the company's operations?

A6: Compliance with the law is essential in every aspect of the company's operations. It ensures that the company operates in a fair and transparent manner, and that all stakeholders, including shareholders, employees, and customers, are protected. Non-compliance with the law can lead to legal issues, financial losses, and damage to the company's reputation.

Q7: How can companies ensure that they are complying with the law?

A7: Companies can ensure that they are complying with the law by:

Conducting regular legal reviews: Regularly reviewing the company's operations and procedures to ensure that they are in compliance with the law.
Seeking professional advice: Seeking advice from lawyers and other experts to ensure that the company is complying with the law.
Implementing internal controls: Implementing internal controls to ensure that the company's operations are in compliance with the law.
Providing training to employees: Providing training to employees to ensure that they understand the importance of compliance with the law.

By following these steps, companies can ensure that they are complying with the law and avoiding legal issues.