Professional Documents
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Sulistiowati
Company
Any business entity which is doing fixed and sustainable business with the purpose to share profit, organized by person or business entity whether incorporated or not, established and domiciled in Indonesia Article 1 (1) Law Nr. 3/1982
Types of company
Maatschap Firma (Fa) Commanditaire Venootschap (C.V.) Limited liability company
Maatschap
Provisions: Article 1618-1652 Civil Code. A contract by which two or more persons associate to contribute a capital with the purpose to share profit among each party thereby achieved (article 1618CC). Contribution and cooperation are crucial element for the existance of maatschap. Contribution: money, goods or skill.
Establishment
Maatschap can be established: Oral, Written, no formal filing or govermental approval.
Internal
b. Without manager - Each partner is deemed to have authorized the others to act in the name of the maatschaap and on their behalf. - Each partner is entitled to act on behalf of the partnership and bind the partners to third parties and third parties to the partnership. - Eventhough, each partner has right to object to the action of another partner prior to the time of that action.
Dissolution
Prescription. The termination of maatschap activities at the time specicified in the maatschap agreement. The destruction of the object or purpose for which the maatschap was formed. The withdrawl of one or more partners. The death, placement underguardianship, or bankruptcy of one of partners.
Winding up
To identify the property of maatschap. To dun claims. To pay all debts. After payment of all debts, maatschap property remains, the property will bi divided among the partners according to the maatschap contract. If, the property is not sufficient to pay all debts, the debts will be the burden of each partner according to the provisions of the contract of maatschap.
Establishment
A firma can come into existene by a written or oral contract. In practice, it is best that a written contract or an authentic dee be made when establishing a firma. After a firma has been incorporated by an authentic deed, the deed should be registered in the Register of Companies. The deed shoul be publisized in the Official Gazette (BNRI).
Registration
Consequences of failure to register and publicize the existence of a firma: - Unregistered firma will be regarded as having unlimited business purposes, parners with unlimited liability, and indefinite periode of existence.
Establishment
similar to the Firma.
Property of C.V.
similar to property of Firma, having separate property from the property of the partners.
Founders
At least 2 persons are required to incorporate a P.T. (Art.7). The idea is that the Deed of incorporation is a contract. If after the Company obtains its legal entity status and the number of shareholders becomes less than 2 (two) persons, then within the period of not later than 6 (six) months as from such condition, the relevant shareholders is obliged to transfer part of their shares to other persons or the Company shall issue new shares to other persons (Art. 7 par.5).
Founders
In the event that the time period as referred to in paragraph (5) has exceeded, and there is still less than 2 (two) shareholders, the shareholders shall be personally liable for all agreements/legal relationship and the Companys loss, and upon the request of the interested party, the District Court may wind up the Company.
Founders
The provision which requires the Company to be established by 2 (two) or more persons as referred to in paragraph (1), and the provision on paragraph (5), as well as paragraph (6) do not apply to : a. State Owned Limited Liability Company; or b. Companies managing security exchange, clearing house and underwriting, custodian and settlement institution, and other institutions regulated in the Law on Capital Market.
Establishment
The Article of Incorporation establishing a P.T. must be drawn up in an authentic form., by notariel deed. Failure to do so renders the Act of Incorporation null and void. In order to obtain the Ministerial Decree regarding the ratification of the Companys legal entity as referred to in Article 7 paragraph (4), the founders shall jointly submit an application through an electronic legal entity administration system information technology services to the Minister by filling up the form. The Article of Incorporation should be registered in the Register of Companies. The Article of Incorporation should be publicized in Additional State Gazette.
Shares of P.T.
The Companys shares shall be issued under the name of their owners (Art. 48). Shares provide rights to their owners to : a. attend and cast vote in the GMS; b. receive dividend payment and the remainder or assets from liquidation; c. exercise other rights under this Law( Art.52).
The Company may buy back the shares which have issued under the following conditions : a. the buy back of shares shall not result in the net assets of the Company becomes less than the issued capital plus the statutory reserve that has been set aside; and b. the amount of nominal value of all shares buy back by the Company and the pledge of shares or the fiduciary security on shares held by the Company itself, and/or other Company which shares are directly or indirectly owned by the Company does not exceed 10% (ten percent) from the amount of issued capital in the Company, except otherwise regulated in the legislation in the field of capital markets. (2) The buy back of shares, either directly or indirectly, contrary with paragraph (1) is considered void by operation of law. (3) The Board of Directors shall be jointly and severally liable for the losses suffered by shareholders who have acted in good faith, resulting from the buy back which is void by operation of law as referred to in paragraph (2). (4) The shares buy backed by the Company as referred to in paragraph (1) may only be possessed by the Company for not more than 3 (three) years.
Liability of BoC
The Board of Commissioners shall be responsible to supervise the Company as referred to in Article 108 paragraph (1). Each member of the Board of Commissioners shall be obliged with good faith, prudent and full of responsibility to perform his supervisory duty and provide advices to the Board of Directors as referred to in Article 108 paragraph (1) for the interest of the Company and shall be in accordance with the purpose and objective of the Company. Each member of the Board of Commissioners shall also be personally liable for the loss suffered by the Company if it resulted from its fault or negligent in performing its duties, in accordance with the provision as referred to in paragraph (2).
Inspection of company
Inspection over the Company may be performed with the purpose to obtain data or explanation in the event that there are suspicion concerning the following t : a. the Company has committed an illegal action which may cause adverse effect to the shareholders or the third party; or b. the members of the Board of Directors or the Board of Commissioners has committed an illegal action that may cause adverse effect to the Company or shareholders or the third parties. (2) Inspection as referred to in paragraph (1) shall be performed by submitting an application in writing together with the reasons to the District Court which jurisdiction covering the domicile of the Company.