The law of business

organizations
Introduction
Bu Yetty
By Nicolette Johnson FH UI KKI 2017
Topics
4 sept
11 sept : law of partnership; formation, management, liability and
dissolution (group work)
18 sept : same as 11 sept – case study
25 sept : the company law / limited liability company
2 oct : company AOA and its amendment; capital and shares
9 oct : general meeting of shareholders + case study
16 oct : board of directors and supervisory board + case study
23 oct : Mid term exams
Topics (2)
30 oct
6 nov
13 nov
20 nov
27 nov
4 dec
11 dec Final Exam
Facts = state the facts

Issue (s) – state the issues in the form of interrogative sentence

Rules = state the rules
Analysis = discuss the issues and the rules
Conclusion = provide answer to the questions posed
Grading system
Assignment 30%
Midterm exam 30%
Final Exam 40%
Acts/statute
• Civil code – relevant provisions – maatschap and associations
• Commercial code – law of partnership and limited partnership
• Limited liability company act
Final Term Assignment Group
• Find one supreme court on corporate disputes in closed/public
companies. The legal issues must be within the scope of
company/corporate law
• The supreme court decision from 2010 – august 2019
• Analyze the decision and provide your own legal opinion in a legal
memo. The memo must be submitted no later than Nov 20 2019
• The court decision must be attached to your legal memo
• TNR 12, space 1 a4
• Groups consist of 2-4 persons
Individual Assignment
• Provide a legal memo on corporate law issues within ASEAN countries
• The memo must be submitted no later than Dec 4 2019
• Legal advice should cover at least:
• Form of bus entity or company best suits your clients needs and the reasons
• Procedure to set up or incorporate such business form; and
• other important legal aspects must be considered in incorporating such
business form in the designated country.
Business organization
Entity: aimed at carrying on commercial enterprise by provide goods or services to meet
needs of the customers.
All business org: have the common features such as form a structure, aim to archive
objectives, use of resources, require of direction, and legal regulations controlling them.

The different form of business organization are sole proprietorship, general partnership,
limited partnership, corporation, s corporation and limited liability company
An entity formed for the purpose of carrying on commercial enterprise

Business enterprise: customarily take on of 3 forms -> individual proprietorships,

partnerships or limited liability companies (or corporations)
Business organization law?
• The field of law concerning companies and other business
organizations
• -> corporate law
• It is not about how to run a business, but how from a legal perspective, and
the business is organized and the legal consequences it carries

Business or law = is company’s law and is the field of law the deals with
org & companies, including partnerships, corporations, & other types of
associations that have some ty[e of charitable or economic activity
1. Advise clients who are going into business:
1. How to formulate
2. What documents to file and where to file
3. What is the best business organization for the purpose -> by considering these
factors:
1. What has to be done
2. The structure of management
3. The internal operation of the business
4. Transfer of interest
5. Responsibility for losses and profits
6. Dissolution possibilities
2. For litigation purposes -> to determine the proper defendant to sue
How to choose the business
organization?
1. The process of establishment/formation?
2. Capital requirement?
3. The ownership
4. the management : whether the owner may also be managing or you
only invest and let another one manage. Usually in private comp the
owner is managing
5. The liability : who will be liable of the transactions done by the
company, the owner or the company? Depends on the legal status
Non legal entity:
1. sole proprietorship
2. partnership :
- maatschap/ civil partnership
- commercial partnership: firm and cv
Business organizations
1. legal entity (incorporated business form)
Limited Liability company/corporation
Sole proprietorship
• A business owned and usually operated by one person, an individual -> to enjoy all the profits and
bear all the losses
• Liability: unlimited liability -> art 1121 civil code
• Features:
• Easiest of formation or to start
• Least expensive to establish – the funding is by their money, bank sectors may give loan thus it is hard to
develop due to capital.
• Taxed as individual
• Least regulated – the simplest form of business ownership. There is no law about this there is only the
administrative law.
• Many large businesses began as a small struggling sole proprietorships. It is easier bc there is no
one being the defendant, bc the defendant is the owner
• The most widespread form of business ownership
• The owner is responsible of the company bc basically the owner is the company
Usage: maatschap
• For professions: lawyers accountants etc
• Art 1623 CC
• Civil partnership: civil code regulations
• Firma: civil code and commercial code regulations. The 3rd party rules
are regulated in the commercial code.
• Limited partnership is basically a special partnership in firma. Art 19
commercial code. Whether it is a silent partner or an active partner
• Comanditer are those who are trusting the money to the general
partner -> regulations 19,20,21 KUHD
Next week group assignment
• Find out the meaning of definition of corporation according to
• International legal standard (international organizations and states/countries)
• Indonesia (in any act/law)
• Min 5 countries
• Typed as a group provide with refrences