TRANSLATE OF DIKTAT

HUKUM BISNIS

Bagian 2-2
HUKUM PERUSAHAAN

Oleh:
Afrizal Tahar

Transalate by :
1. Adini Lestari (20190420123)
2. Alifya Belinda (20190420268)
3. Evelyne Sukmawardhani Putri (20190420231)
4. Mirza Khayhan Asyitiani (20190420152)
5. Rini Muhrisa (20190420104)
6. Salma Athillah Ihfa (20190420181)

International Program of Accounting

Universitas Muhammadiyah Yogyakarta
Yogyakarta
2018
 CORPORATE LAW

A. COOPERATION
There are two types of legal subjects, namely:
1. Personal
Humans are legally empowered to assume rights and obligations. Not
all people are included in the group of individuals, underage children
and those who are unwell do not have any legal rights and obligations.
2. Legal Entity
An association established with a specific purpose which by law is given
the authority to bear rights and obligations. Legal entity is not in the
physical appearance of a legal subject. A legal entity is a legal
recognition of legal subjects other than individuals. An association is
said to be a legal subject if it has the following elements:
a. Association of people or capital
b. Names and forms of legal entities are determined and regulated by
the government
c. Its establishment was carried out in the form of a notarial deed
d. Having management
e. Has assets that are separated from the assets of the management of
a legal entity
Until now, the forms of business entities determined by the government
as legal entities are cooperatives, foundations and limited liability
companies.
Cooperative is a collection of people who run a joint business to achieve
certain goals. A cooperative as a legal entity must have the following
elements:
1. A collection of people called cooperative members
2. Running a business for the common good
3. Has management and assets separate from members of the
cooperative
4. The establishment of cooperatives is realized in a notarial deed
5. The government intervenes in regulation and guidance
Cooperative as a joint business entity aims at the welfare of members,
the community and the national economy. Cooperatives become a
people's economic movement to run businesses on the same goal. The
cooperative was founded because of shared interests in the community.
Rural communities have the same needs in agriculture, namely rice
seeds, fertilizers, initial funding, rice grinders and marketing of
agricultural products. These same interests are the reason for
establishing joint business units to obtain certainty for the availability of
agricultural business needs and obtain certainty of absorbing
agricultural products on the market. The cooperative, which is a
collection of members, becomes the bargaining power to obtain seeds
and fertilizer at competitive prices.

There are four levels of cooperatives:

1. Main Cooperative
Consists of at least three combined cooperatives with legal entities. The
cooperative's working area is all over Indonesia
2. Joint Cooperative
Consists of at least three legal cooperative centers. The cooperative's
working area is in one province
3. Cooperative Center
Consists of at least five primary cooperatives with legal entities. Its
working area is in one district / city
4. Primary Cooperative
Consists of at least twenty people who have met membership
requirements.
There are several types of cooperatives seen from various points of
view:
1. Type of Cooperative
a. Consumption cooperative
b. Production cooperative
c. Credit Cooperative

2. Business Field
a. Village Cooperative
b. Saving and loan cooperative
c. Agricultural Cooperative
d. Animal Husbandry Cooperative
e. Fisheries Cooperative
f. Craft Cooperative

3. Functional
a. Civil Servants Cooperative
b. Navy Cooperative
c. Army Cooperative
d. Air Force Cooperative
e. Police Cooperative

4. Profession
a. Cooperative Audit Services
b. Cooperative Insurance
c. Baitul Mal at Tanwil
The way of establishing a cooperative is:

1. Have the same goal

2. There are at least twenty members as founders of cooperatives
3. Make a statute
4. Make a deed of establishment
5. Registering to the relevant agencies

The cooperative organizational instruments are:

1. Member Meeting
Meeting of members is the highest authority in the cooperative's life
order. Decisions on Member Meetings are taken based on deliberation
to reach consensus. If no agreement is reached then the decision is
taken with the most votes with each member having one vote

2. Management
The management is the manager of the cooperative selected from and
members of the cooperative. To run the day-to-day operations of a
cooperative business a manager may be appointed responsible to the
cooperative's management. Management is responsible for meeting
members

3. Supervisor
Supervisors carry out the oversight function of the implementation of
policies and cooperative management. Supervisors are accountable to
member meetings. Supervisors are chosen from and by cooperative
members
Cooperative capital consists of:
1. Basic Savings
The money paid by members of the cooperative at the time of entry
into the cooperative members with the same amount for all members
and only paid once.
2. Mandatory Deposits
Money that must be paid by members of the cooperative on a regular
basis with an unequal amount for each cooperative member.

3. Voluntary Deposits
Money that is not required to be paid by cooperative members and
does not have to be regularly paid.

4. Reserve Funds
The money set aside from the remaining results of the cooperative's
business for the benefit of capital accumulation of cooperative business
development.

5. Grants
Money or goods given by persons or entities to cooperatives without
certain ties. The dissolution of the cooperative occurs because:
1. Decision on Member Meetings
2. Government Decree

B. FOUNDATION
Foundations are bodies that carry out various commercial activities and
are engaged in social, religious or educational fields. The uns-element
foundation is:
1. Legal body
2. Having wealth separate from the wealth of its founder
3. Has social, religious and assistance objectives
4. Do not have members.
Establishment of a foundation is carried out by one or more people by:
1. Separate personal wealth from foundation wealth
2. Created a statute
3. Notary deed was established
4. Ratification of the deed of establishment to the government
The foundation's wealth is obtained from:
1. Separation of the founders' wealth
2. Donations or grants that are not binding
3. Waqf
4. Grants
5. Testamentary grants
6. Other acquisition which is not approved by the foundation's articles
of association
Foundation organs consist of:

1. Builder
Foundation organs that have the authority to move the articles of
association, appoint and dismiss management and supervisors as well
as the foundation's work authorization program

2. Management
Foundation organ that runs the foundation's management. The board
consists of at least the chairman, secretary and treasurer

3. Supervisor
Foundation organs that conduct supervision and provide advice to the
board in carrying out the foundation's activities
Dissolution of the foundation can be done in terms of:
1. The time period specified in the articles of association is over
2. The purpose of the foundation has been or has not been approved
3. The court's decision has permanent legal force

Referensi:
1. Abdul R. Saliman, Hukum Bisnis untuk Perusahaan, Kencana
Prenada Media, 2005
2. Mulhadi, Hukum Perusahaan, Ghalia Indonesia, Bogor 2010