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Renewal of Implementing Regulations in Minimizing Control in Limited Liability Companies Outside of Acquisitions

Kartina Pakpahan(1), Willy Tanjaya(2), Wulan Me Ferina(3email)


(1) Faculty of Law, Universitas Prima Indonesia, Medan, Indonesia
(2) Faculty of Law, Universitas Prima Indonesia, Medan, Indonesia
(3) Faculty of Law, Universitas Prima Indonesia, Medan, Indonesia
email Corresponding Author
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Abstract


Introduction: The problem is that the definition of "control" of a company is not found explicitly in the Company Law, resulting in the emergence of practices of "control" of companies which are carried out not in accordance with the provisions as stipulated in the provisions of Article 1 point 11 and Article 125 paragraph (3) of the Company Law. When taking over company shares, it does not always result in a change in control of the company if the number of shares taken over does not exceed 50% of the company's shares. If the takeover of shares exceeds 50% of the company's shares, the party taking over a company will become the controller of the party being taken over.

Purposes of the Research:  The control intended by UUPT is very limited and cannot be interpreted more broadly.

Methods of the Research: The research method used in this research is Empirical Legal Research, which uses a sociological legal approach focusing on reality by examining the application of law, in this case the PT UU, which is used as a basis for the formation and implementation of a Legal Entity (limited liability company).

Results of the Research: The results of the research found the first fact that there were actions to control limited liability companies that were not in accordance with the provisions of Article 1 number 11 and Article 125 paragraph (3) of the Company Law and the aims and objectives of the Articles of Association of the Deed of Establishment were not achieved. These findings occurred at PT. ESG. Second, there is the involvement of a Notary in legalizing the actions of the Commissioner of PT. ESG to control PT. ESG Beyond Acquisitions. Third, there is a conflict between the norms of Article 102 paragraph 1 of the Company Law with Article 102 paragraph 4 of the Company Law regarding the "Requirement to seek approval from the GMS" to transfer assets, but the entire assets of PT. ESG has been transferred without asking for approval from the GMS and a Deed of Sale and Purchase Agreement and Transfer of Rights has been issued by a Notary.

Keywords


Control; Acquisition of the Company; Acquisition.


DOI


10.47268/ballrev.v5i3.2289

Published


2024-11-29

How To Cite


APA: Pakpahan, K., Tanjaya, W., & Ferina, W. (2024). Renewal of Implementing Regulations in Minimizing Control in Limited Liability Companies Outside of Acquisitions. Batulis Civil Law Review, 5(3), 181-188. DOI: https://doi.org/10.47268/ballrev.v5i3.2289.
IEEE: K. Pakpahan, W. Tanjaya, and W. Ferina, "Renewal of Implementing Regulations in Minimizing Control in Limited Liability Companies Outside of Acquisitions", Batulis Civ. Law Rev., vol. 5, no. 3, pp. 181-188, Nov. 2024. Accessed on: Apr. 29, 2025. [Online]. Available DOI: https://doi.org/10.47268/ballrev.v5i3.2289
Harvard: Pakpahan, K., Tanjaya, W., and Ferina, W., (2024). "Renewal of Implementing Regulations in Minimizing Control in Limited Liability Companies Outside of Acquisitions". Batulis Civil Law Review, Volume 5(3), pp. 181-188. [Online]. Available DOI: https://doi.org/10.47268/ballrev.v5i3.2289 (Accessed on: 29 April 2025)
Chicago: Pakpahan, Kartina, Willy Tanjaya, and Wulan Me Ferina. "Renewal of Implementing Regulations in Minimizing Control in Limited Liability Companies Outside of Acquisitions." Batulis Civil Law Review 5, no. 3 (November 25, 2024): 181-188. Accessed April 29, 2025. doi:10.47268/ballrev.v5i3.2289
Vancouver: Pakpahan K, Tanjaya W, Ferina W. Renewal of Implementing Regulations in Minimizing Control in Limited Liability Companies Outside of Acquisitions. Batulis Civ. Law Rev. [Internet]. 2024 Nov 29 [cited 2025 Apr 29];5(3):181-188. Available from: https://doi.org/10.47268/ballrev.v5i3.2289
MLA 8th: Pakpahan, Kartina, Willy Tanjaya, and Wulan Me Ferina. "Renewal of Implementing Regulations in Minimizing Control in Limited Liability Companies Outside of Acquisitions." Batulis Civil Law Review, vol. 5, no. 3, 25 Nov. 2024, pp. 181-188, doi:10.47268/ballrev.v5i3.2289. Accessed 29 Apr. 2025.
BibTeX: 
@article{BALLREV2289,
		author = {Kartina Pakpahan and Willy Tanjaya and Wulan Me Ferina},
		title = {Renewal of Implementing Regulations in Minimizing Control in Limited Liability Companies Outside of Acquisitions},
		journal = {Batulis Civil Law Review},
		volume = {5},
		number = {3},
		year = {2024},
		keywords = {Control; Acquisition of the Company; Acquisition.},
		abstract = {Introduction: The problem is that the definition of "control" of a company is not found explicitly in the Company Law, resulting in the emergence of practices of "control" of companies which are carried out not in accordance with the provisions as stipulated in the provisions of Article 1 point 11 and Article 125 paragraph (3) of the Company Law. When taking over company shares, it does not always result in a change in control of the company if the number of shares taken over does not exceed 50% of the company's shares. If the takeover of shares exceeds 50% of the company's shares, the party taking over a company will become the controller of the party being taken over.Purposes of the Research:  The control intended by UUPT is very limited and cannot be interpreted more broadly. Methods of the Research: The research method used in this research is Empirical Legal Research, which uses a sociological legal approach focusing on reality by examining the application of law, in this case the PT UU, which is used as a basis for the formation and implementation of a Legal Entity (limited liability company).Results of the Research: The results of the research found the first fact that there were actions to control limited liability companies that were not in accordance with the provisions of Article 1 number 11 and Article 125 paragraph (3) of the Company Law and the aims and objectives of the Articles of Association of the Deed of Establishment were not achieved. These findings occurred at PT. ESG. Second, there is the involvement of a Notary in legalizing the actions of the Commissioner of PT. ESG to control PT. ESG Beyond Acquisitions. Third, there is a conflict between the norms of Article 102 paragraph 1 of the Company Law with Article 102 paragraph 4 of the Company Law regarding the "Requirement to seek approval from the GMS" to transfer assets, but the entire assets of PT. ESG has been transferred without asking for approval from the GMS and a Deed of Sale and Purchase Agreement and Transfer of Rights has been issued by a Notary.},
				issn = {2746-8151},		pages = {181--188}			doi = {10.47268/ballrev.v5i3.2289},
				url = {https://fhukum.unpatti.ac.id/jurnal/ballrev/article/view/2289}
		}
RefWorks:

   

Journal Article

Heriyanti, Elvira Fitriyani Pakpahan, and Lenny Maria Aritonang. “Effectiveness of Registration of Micro And Small Business Limited Liability Companies After The Entry Into Force of Government Regulation Number 8 of 2021.” International Journal of Latin Notary 2, no. 02 (2022): 152–58. https://doi.org/10.61968/journal.v2i02.43.

Leonard, Tommy, Azharuddin, and Wilbert. “Tinjauan Pelanggaran Kode Etik Notaris Kota Medan Menurut Perspektif Pengawasan Majelis Pengawas Daerah Notaris.” Jurnal Suara Hukum 5, no. 2 (2023): 177–99. https://doi.org/10.26740/jsh.v5n2.p177-199.

Pakpahan, Elvira Fitriani, Tommy Leonard, and Syahruddin Nasution. “Juridic Analysis of Independent Company Establishment Post Government Regulation Number 8 Year 2021.” International Journal of Latin Notary 1, no. 2 (2021): 150–57. https://doi.org/10.61968/journal.v1i2.29.

Pramono, Ardhiya Ega, Azharuddin, Heriyanti, Willy Tanjaya, and Elvira Fitriyani Pakpahan. “Responsibility of Notary For Unlawful Action In Annulment of Selling Authority.” International Journal of Business, Economics and Law 24, no. 3 (2021): 201–5. https://ijbel.com/wp-content/uploads/2021/08/IJBEL24-635.pdf.

Sitompul, Roswita, Willy Tanjaya, Kartina Pakpahan, and Gio Vanny Listanio. “The Role Of Notaries In Making Deeds Of Agreement To Buy And Sell Shop Houses In Deli Serdang Regency.” South East Asia Journal of Contemporary Business, Economics and Law 26, no. 1 (2022): 360–62. https://seajbel.com/wp-content/uploads/2023/09/SEAJBEL26.ISU1-910.pdf.

Book

Adjie, Habib. Hukum Notaris Indonesia Tafsir Tematik Terhadap Undang-Undang Nomor 30 Tahun 2004 Tentang Jabatan Notaris. Bandung: Refika Aditama, 2008.

Asyhadie, H. Zaeni, and Budi Sutrisno. Hukum Perusahaan Dan Kepailitan. Jakarta: Erlangga Press, 2012.

Fuady, Munir. Hukum Perusahaan Dalam Paradigma Hukum Bisnis. Bandung: Citra Aditya Bakti, 1999.

Muhaldi. Hukum Perusahaan: Bentuk-Bentuk Badan Usaha Di Indonesia. Jakarta: Raja Grafindo Persada, 2017.

Muhammad, Abdulkadir. Hukum Perusahaan Indonesia. Bandung: Citra Aditya Bakti, 1999.

Nitisusastro, Mulyadi. Nitisusastro, Kewirausahaan Dan Manajemen Usaha Kecil. Jakarta: Alfabeta, 2010.

Soerodjo, Irawan. Kepastian Hukum Hak Atas Tanah Di Indonesia. Surabaya: Arkola, 2003.

Supramono, Gatot. Hukum Perseroan Terbatas. Jakarta: Djambatan, 2009.

Yani, Ahmad, and Gunawan Widjaja. Perseroan Terbatas. Jakarta: Raja Grafindo Persada, 2003.

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1. Title Title of document Renewal of Implementing Regulations in Minimizing Control in Limited Liability Companies Outside of Acquisitions
 
2. Creator Author's name, affiliation, country Kartina Pakpahan; Faculty of Law, Universitas Prima Indonesia, Medan; Indonesia
 
2. Creator Author's name, affiliation, country Willy Tanjaya; Faculty of Law, Universitas Prima Indonesia, Medan; Indonesia
 
2. Creator Author's name, affiliation, country Wulan Me Ferina; Faculty of Law, Universitas Prima Indonesia, Medan; Indonesia
 
3. Subject Discipline(s)
 
3. Subject Keyword(s) Control; Acquisition of the Company; Acquisition.
 
4. Description Abstract Introduction: The problem is that the definition of "control" of a company is not found explicitly in the Company Law, resulting in the emergence of practices of "control" of companies which are carried out not in accordance with the provisions as stipulated in the provisions of Article 1 point 11 and Article 125 paragraph (3) of the Company Law. When taking over company shares, it does not always result in a change in control of the company if the number of shares taken over does not exceed 50% of the company's shares. If the takeover of shares exceeds 50% of the company's shares, the party taking over a company will become the controller of the party being taken over.Purposes of the Research:  The control intended by UUPT is very limited and cannot be interpreted more broadly. Methods of the Research: The research method used in this research is Empirical Legal Research, which uses a sociological legal approach focusing on reality by examining the application of law, in this case the PT UU, which is used as a basis for the formation and implementation of a Legal Entity (limited liability company).Results of the Research: The results of the research found the first fact that there were actions to control limited liability companies that were not in accordance with the provisions of Article 1 number 11 and Article 125 paragraph (3) of the Company Law and the aims and objectives of the Articles of Association of the Deed of Establishment were not achieved. These findings occurred at PT. ESG. Second, there is the involvement of a Notary in legalizing the actions of the Commissioner of PT. ESG to control PT. ESG Beyond Acquisitions. Third, there is a conflict between the norms of Article 102 paragraph 1 of the Company Law with Article 102 paragraph 4 of the Company Law regarding the "Requirement to seek approval from the GMS" to transfer assets, but the entire assets of PT. ESG has been transferred without asking for approval from the GMS and a Deed of Sale and Purchase Agreement and Transfer of Rights has been issued by a Notary.
 
5. Publisher Organizing agency, location Faculty of Law, Universitas Pattimura
 
6. Contributor Sponsor(s)
 
7. Date (YYYY-MM-DD) 2024-11-29
 
8. Type Status & genre Peer-reviewed Article
 
8. Type Type
 
9. Format File format PDF
 
10. Identifier Uniform Resource Identifier https://fhukum.unpatti.ac.id/jurnal/ballrev/article/view/2289
 
10. Identifier Digital Object Identifier 10.47268/ballrev.v5i3.2289
 
11. Source Title; vol., no. (year) Batulis Civil Law Review; Vol 5, No 3 (2024): VOLUME 5 ISSUE 3, NOVEMBER 2024
 
12. Language English=en en
 
13. Relation Supp. Files Renewal of Implementing Regulations in Minimizing Control in Limited Liability Companies Outside of Acquisitions (122KB)
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Copyright (c) 2024 Kartina Pakpahan, Willy Tanjaya, Wulan Mei Firina

License URL: https://creativecommons.org/licenses/by-nc/4.0