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VOL. 6, ISSUE 3 (2024)
Legality of shareholders' circular decisions that are not contained in a notarial deed
Authors
Indah Herlina, Dwi Tatak Subagiyo, Fries Melia Salviana
Abstract
This research examines the Legality of Circular Decisions of Shareholders
of a Limited Liability Company which are not stated in a notarial deed. The
problems formulated in the research are First, what is the legality of circular
resolutions regarding changes to the company's articles of association that are
not contained in a notarial deed. Second, what is the responsibility of the
company organs for the legal consequences that arise from circular decisions
that are not stated in the notarial deed. The type of research in this research
is normative juridical with a statutory and conceptual approach, analyzed
qualitatively. The research results show that firstly, the Circular Decision of
PT Bumimas Megah Prima remains valid and binding as law because it is basically
an agreement made by shareholders. Second, the responsibilities of the
company's organs, namely: Responsibilities of the Board of Directors are fully
personally responsible for losses to the company if the person concerned is
guilty or negligent in carrying out their duties in managing the company.
Responsibilities The Board of Commissioners is not responsible for losses
caused by the actions of the directors, as long as the board of commissioners
has supervised and provided advice to the Board of Commissioners. The
responsibility of Shareholders is unlimited, especially to PT Intitacon Lestari
and Djajang Tanuwidjaja as shareholders who in bad faith use the Company for
personal interests, namely canceling or withdrawing circular decisions without
the approval of PT Duta Jakarta Sejahtera. The suggestions given are the need
to increase the capacity of limited liability company organs to understand
their respective responsibilities and authorities so that they will not cause
legal problems in the future.
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Pages:11-19
How to cite this article:
Indah Herlina, Dwi Tatak Subagiyo, Fries Melia Salviana "Legality of shareholders' circular decisions that are not contained in a notarial deed". International Journal of Law, Policy and Social Review, Vol 6, Issue 3, 2024, Pages 11-19
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