UTS EXAM QUESTIONS – IUP FH UGM:

Exam Date : 4 April 2024

Subject : Company Law
Lecture : Bagus Suksmo Djati Nur BPP
Duration : 90 minutes

OPEN THE BOOK AND TYPE ON THE COMPUTER

1. Why Maatschap, Firma, and CV are considered unincorporated business entities? What are
their main differences among them? Please explain briefly.

2. Mr. Smith and Mr. Asep hold 80% and 20% of PT Merdeka Raya shares respectively. This
company manufactures plastic wraps for household use. Throughout 2020, the company has
generated a net profit of IDR. 8 billion. On Mr. Smith's instructions, the Board of Directors
then used part of the profits, amounting to Rp. 6 billion, to buy property in Bali, which would
be rented out. It turns out that in 2023, based on the results of an appraisal by a public
appraisal service company, the value of property in Bali should only be IDR. 4 billion. As a
20% company shareholder, Mr. Asep consulted with you about what he should do because
he felt aggrieved. Explain your opinion with the relevant legal basis!

3. At this time, Mr. Ali serves as President Director of PT Merdeka Raya, which operates in the
property sector and was appointed in 2020. In 2021, PT Merdeka Raya signed a deed of sale
and purchase of 10 hectares of land; according to the GMS decision, the land should be
allocated entirely for building a housing complex. However, Mr. Ali changed the designation
of part of the land by 2 hectares to build a mall in 2021 to attract house purchases and
increase house prices per unit. The mall's construction was carried out by borrowing from
the bank, which amounted to IDR 250 billion. It turned out that during the construction
period of the mall, there was a structural error in the building, resulting in capital
requirements increasing by 50%, which could not be met from company capital and loan
funds. Banks are reluctant to increase the principal loan amount. So, the mall's construction
stalled, and the company suffered losses. Do you think Mr. Ali, as the President and Director,
can be blamed and must compensate the company for losses? Explain your answer, reasons,
and legal basis!

4. You, together with Mr. Alex, Mr. Bernard, and Mr. Komang, plan to establish PT Merdeka
Raya. The total paid-up capital is Rp. 100 million. You will own 15% of shares in PT Merdeka
Raya, while the other shareholders, namely Mr. Alex, Mr. Bernard, and Mr. Komang,
respectively, control 50%, 20%, and 15%. You and Mr. Komang are Indonesian nationals,
while Mr. Alex and Mr. Bernard are foreign nationals. You are now negotiating to approve
the draft deed to establish PT. Explain your proposal about the provisions in the deed of
establishment so that the interests of domestic shareholders (yourself and Mr. Komang) can
be protected!