Problems of Using a Power of Attorney to Sell in the Transfer of Limited Liability Company Assets (Case Study Decision Number: 472/Pid.B/2023/Pn Tjk)
Keywords:
Deed of Power of Attorney to Sell, Transfer of Assets, Limited Liability CompanyAbstract
The role of a Notary as a public official is very important and must be able to provide counseling and take the right steps in making authentic deeds by ensuring the formal truth of a legal act, especially a legal act in this case is the transfer of company assets based on a power of attorney to sell and without the approval of the General Meeting of Shareholders. Where the transfer of company assets should refer to the company's articles of association and Law No. 40 of 2007 concerning Limited Liability Companies. The problem raised is the validity of the power of attorney to sell in the transfer of company assets and without the approval of the General Meeting of Shareholders. The research method used is normative legal research, using secondary data consisting of primary, secondary and tertiary legal materials. This study uses a descriptive-analytical data analysis method with a qualitative approach. The results of this study are that if the subjective requirements in making a deed are not met, where the provisions in Article 1320 of the Civil Code must meet the requirements of competence in granting the power of attorney to sell, then the transfer of the asset can be cancelled. A Notary, in carrying out his duties, must be careful, thorough and adhere to the UUJN-UUPJN and KEN.
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Irma Ambarini Darmawan, Isis Ikhwansyah, and Pupung Faisal. “Cross-Border Business Competition: The Legitimacy and Obstacles to the Implementation of Extraterritorial Principles in Enforcing Competition Law in Indonesia.” Jurnal Bina Mulia Hukum 3, no. 1 (2018). https://doi.org/10.23920/jbmh.v3n1.10.
Amir, Arivan. “In the Framework of First Land Registration.” Repertorium of the Scientific Journal of Notary Law 8, no. 1 (2019): 53.
Amiruddin, Amiruddin, Chrisdianto Eko Purnomo, and Rina Khairani Pancaningrum. “The Concept of Fraud in the Realm of Criminal Law and Civil Law.” Journal of Law Compilation 7, no. 2 (2022). https://doi.org/10.29303/jkh.v7i2.102.
Anggraini, Anishya Yulia, Busyra Azheri, and Yussy Adelina Mannas. “Notary’s Responsibility for the Deed of Power of Attorney to Sell in Transfer of Land Rights.” Journal of Education, Humanities and Social Sciences (JEHSS) 5, no. 4 (2023): 2859–73. https://doi.org/10.34007/jehss.v5i4.1746.
Azizah Siti Lathifah. “Utilization of Digital Technology in Constructivist Learning: Improving the Quality of Education in the Digital Era.” Journal of Education and Culture (JURDIKBUD) 4, no. 1 (2024): 69–76. https://doi.org/10.55606/jurdikbud.v4i1.2838.
Consoleo, AS, S Sulasno, and R Rokilah. “Notary’s Responsibility for the Validity of the Applicant’s Identity in Making a Deed of Debt Acknowledgement and Power of Attorney to Sell.” Jurnal Hak 1, no. 1 (2023): 97–106. https://e-jurnal.lppmunsera.org/index.php/hak/article/view/7443.
Devi, Fatma, Busyra Azheri, and Yulfasni Yulfasni. "Restrictions on Freedom of Contract in Unnamed Agreements in the Form of Notarial Deeds." UNES Law Review 6, no. 1 (2023): 404–15. https://doi.org/10.31933/unesrev.v6i1.861.
Endah Pertiwi. “Notary’s Liability Due to the Making of Nominee Deeds Containing Unlawful Acts by the Parties.” Jurnal Rechten: Penelitian Hukum dan Hak Asasi Manusia 1, no. 1 (2019): 41–55. https://doi.org/10.52005/rechten.v1i1.5.
Fadilla, Jeva Fitri, and Daly Erni. “Legal Certainty Regarding the Authority of Notaries in Validating the Deed of Minutes of the GMS Held Electronically.” JISIP (Journal of Social Sciences and Education) 7, no. 1 (2023): 49–63. https://doi.org/10.58258/jisip.v7i1.3996.
Faculty of Law, University of Kuningan. “Letterlijk: Journal of Civil Law.” Faculty of Law, University of Kuningan 1, no. 1 (2024): 1–16. https://journal.fhukum.uniku.ac.id/letterlijk/index.
Fauzan, Muhammad Iqbal, Isis Ikhwansyah, and Nanda A. Lubis. “The Validity of Minutes of General Meeting of Shareholders Prepared by a Notary in Relation to Inheritance of Limited Liability Company Shares.” ACTA DIURNAL Journal of Notary Law, Faculty of Law, Unpad 3 (2020): 305–20. http://jurnal.fh.unpad.ac.id/index.php/acta/article/view/229.
Hanafie, Haniah, Agus Nugraha, and Masrul Huda. “The Existence of BUMDes in Efforts to Increase Village Original Income (PAD) and Strengthen the Village Economy in Susukan District, Cirebon Regency, West Java Province.” Transparency: Scientific Journal of Administrative Science 5, no. 1 (2022): 52–61. https://doi.org/10.31334/transparansi.v5i1.1793.
Handayani, Ika Apri, Suartini Suartini, and Fokky Fuad. “The Concept of Materiality in Corporate Actions of SOE Subsidiaries Based on the Limited Liability Company Law.” Binamulia Law 12, no. 2 (2024): 393–402. https://doi.org/10.37893/jbh.v12i2.618.
Hasibuan, Herlina. “Legal Analysis of Rejection of Cancellation of Deed of Sale and Purchase Agreement (Ppjb) of Land Rights Through Lawsuit Procedure to Court (Study of Supreme Court Decision No. 3703.K/Pdt/2016).” Journal of Legal Perspectives 2, no. 1 (2021): 26–45. https://doi.org/10.35447/jph.v2i1.273.
Hidayat, Toriqul, Siti Marwiyah, Wahyu Prawesthi, and Dudik Djaja. “LEGAL VIOLATION OF FORGERY OF CERTIFICATE OF IMPOTENCE (SKTM),” 2024. https://doi.org/10.55551/jip.v5i2.135.
Holidi, M. “The Proving Power of Authentic Deeds in Civil Court Processes at the District Court in Yogyakarta.” JURIDICA: Journal of the Faculty of Law, Gunung Rinjani University 4, no. 2 (2023): 39–48. https://doi.org/10.46601/juridicaugr.v4i2.220.
Icha Rahmawati, Hotimah Hotimah, and Sumriyah Sumriyah. “Abuse of Authority of Limited Liability Company Directors Over the Transfer of Company Assets.” Journal of Law and Social Politics 1, no. 2 (2023): 238–47. https://doi.org/10.59581/jhsp-widyakarya.v1i2.313.
Javasche, Rups-lb NV, Bioscoop En, and Bouw Maatschappy. “Unlawful Acts in Holding an Extraordinary General Meeting of Shareholders (RUPS-LB) by Heirs Who Have No Authority Over the Company's Shares (Case Analysis” 5, no. 3 (2025): 1974–85.
Kurniawan, Mr. “Liability of Shareholders of Limited Liability Companies According to Positive Law.” Law Forum - Faculty of Law, Gadjah Mada University 26, no. 1 (2014): 72. https://doi.org/10.22146/jmh.16055.
Lambogia, Millenia, Dezen D. Rompas, and Ronald E. Rorie. “Sanctions Against Perpetrators of Criminal Acts of Using Fake Letters According to the Criminal Code (KUHP).” North Sulawesi: Sam Ratulangi University, Lex Crimen Vol. X, no. 9 (2021): 25–34.
Lismayanti, Erna, Endang Purwaningsih, Chandra Yusuf, Master Program, Notary Studies, Graduate School, and Yarsi University. “Legality of Actions of Directors of Limited Liability Companies.” Jurnal Res Justitia 3, no. 2 (2023): 193–212.
Lubbena, Farhad, and I Dewa Ayu Dwi Mayasari. “Legal Certainty of the Establishment of a Sole Proprietorship Without a Notarial Deed Based on the Job Creation Law.” Acta Comitas: Journal of Notary Law 7, no. 01 (2022): 133–45.
Manalu, Parnigotan Joy Hans, Liju Zet Viany, and Karel Yossi Umboh. “Requirements for Establishing a Limited Liability Company and General Meeting of Shareholders (GMS) Based on Law No. 40 of 2007 Concerning Limited Liability Companies.” Lex Privatum IX, no. 2 (2021): 66–67. https://ejournal.unsrat.ac.id/index.php/lexprivatum/article/view/33151.
Merdi Aditya Putra, and Siti Hajati Husein. “The Role of Notaries and the Validity of Electronically Carried Out GMS Deeds.” The Juris 6, no. 1 (2022): 157–68. https://doi.org/10.56301/juris.v6i1.426.
Nana Eka Wijayanti, and Sumriyah. “Articles of Association That Do Not Comply with Article 157 Paragraph (4) of Law No. 40 of 2004 Concerning Limited Liability Companies.” Journal of Science Student Research 1, no. 1 (2023): 877–87. https://doi.org/10.61722/jssr.v1i1.408.
Nanda, Pintami, Dominikus Rato, and Ainul Azizah. “The Binding Power of the Deed of Vergelijk for the Division of Joint Property Based on the Civil Code.” Jurnal Rechtens 11, no. 2 (2022): 205–24. https://doi.org/10.56013/rechtens.v11i2.1446.
Nissa, Nanda Khairun, and Endang Tri Widyarti. “ANALYSIS OF MERGER THAT OCCURRED IN BUSINESS ENTITIES IN THE FORM OF CV (Case Study of Distributor Companies CV Semarang Indah and CV Merauke Indah).” Diponegoro Journal of Management 12, no. 1 (2023): 1–14. http://ejournal-s1.undip.ac.id/index.php/dbr.
Nurullia, Syafira, and Rosewitha Irawaty. “The Validity of Power of Attorney and Procedure of EGMS During Vacant Period of Board of Directors’ Position Regarding Ratification of Actions of Former Board of Directors: Analysis of Decision Number 575/PDT/2023/PT SBY” 5, no. 1 (2024): 1–17.
Paula Paula. “Liability of Limited Liability Companies in Liquidation.” Acta Diurnal Journal of Notary Law and PPAT-An 4, no. 2 (2021): 332–49. https://doi.org/10.23920/acta.v4i2.595.
Management, Accountability, and State-Owned Banks. “In the Provision of Credit by State-Owned Banks” 7 (2022): 71–97.
Pramandiaswari, Putu Mira Jyothi, and Kadek Julia Mahadewi. “The Competence of Justification of Private Deeds That Have Been Legalized by a Notary.” Journal of Citizenship 7, no. 1 (2023): 643–49.
Purborini, Vivi Sylvia, Law Science, and Wisnuwardhana University. “Legal Review of the Use of Special Power of Attorney in the Sale and Purchase of Houses” 4 (2024): 4745–55.
Purwanti, Eli, Robin Jonathan, and Ida Rahmawati. “MERGER AT PT. BANK CIMB NIAGA, Tbk,” 2016.
Puspitaarum, Indah, and Aju Putrijanti. “The Power of Attorney to Sell in the Purchase of Land Not Transferred to the Name of a Housing Developer.” Notarius 16, no. 3 (2023): 1710–23. https://doi.org/10.14710/nts.v16i3.43766.
Reni Widiastuti. “The Impact of Customer Loyalty Influenced by Product Quality, Service, and Customer Trust.” Journal of Business, Islamic Economics, and Taxation 1, no. 1 (2024): 31–52. https://doi.org/10.61132/jbep.v1i1.38.
Rudiansyah, Muhammad. “Legal Analysis of Arbitration Regarding the Inability to Sign a Written Agreement by the Disputing Parties.” Indonesian Law Enforcement Journal 1, no. 1 (2020): 21–28. https://doi.org/10.51749/jphi.v1i1.2.
Rumata, Fathurrrahman 'Arif, Muh. Iqbal, and Asman Asman. “Digital Da'wah as a Means of Increasing Understanding of Religious Moderation Among Youth.” Journal of Da'wah Science 41, no. 2 (2021): 172–83. https://doi.org/10.21580/jid.v41.2.9421.
Ryosa, R. “Legal Power of Power to Sell as a Basis for Debt Settlement in Judge's Decision (Case Study of Decision Number: 388 Pk/Pdt/2014),” 2018. http://repository.ub.ac.id/178373/%0Ahttp://repository.ub.ac.id/178373/1/Renny Ryosa %282%29.pdf.
Safitri, Aisha Mutiara. “Legal Analysis of Individual Limited Liability Companies Based on Article 109 of Law Number 11 of 2020 concerning Job Creation Against Law Number 40 of 2007 concerning Limited Liability Companies.” Citizenship Journal 6, no. 2 (2022): 3353–74.
Sakina, Nesha, and Budi Santoso. “Notary’s Accountability in Making Authentic Deeds Containing False Information” 17 (2024): 2415–29.
Samudra, Dian, and Ujang Hibar. “Comparative Study of the Validity of Agreements Between Article 1320 of the Civil Code and Article 52 of Law Number 13 of 2003 Concerning Manpower.” Jurnal Res Justitia: Jurnal Ilmu Hukum 1, no. 1 (2021): 26–38. https://doi.org/10.46306/rj.v1i1.9.
Santosa, AA Gede DH “The Waterboards.” Journal of Legal Communication (JKH) Ganesha Education University 5, no. 2 (2019): 152–66.
Saputra, Yanda, and Mahmudah Siti. “Regulation of General Meeting of Shareholders of Public Companies after the Outbreak of the Covid-19 Pandemic in Indonesia.” Law, Development & Justice Review 4, no. 1 (2021): 139–57.
Setiawan, Asta Tri, Sri Kistiyah, and Rofiq Laksamana. “Problems of the Legality of Land Sale and Purchase Under Land Rights in Transmigration Areas.” Tunas Agraria 4, no. 1 (2021): 22–39. https://doi.org/10.31292/jta.v4i1.133.
Slamet, Sri Redjeki and Heddy Kandou. “The Doctrine of Abuse of Circumstances (Misbruik Van Omstadigheden) in Contract Law in Indonesia.” Lex Jurnalis 19, no. 2 (2022): 236–40.
Taliwongso, Candella Angela Anatea, Dientje Rumimpunu, and Muhammad Hero Soepeno. “The Position of Authentic Deeds as Evidence in Civil Trials Reviewed from Article 1870 of the Civil Code (Case Study of Decision Number 347/Pdt.G/2012/PN.Mdn).” Lex Administratum 10, no. 2 (2022): 1–15. https://ejournal.unsrat.ac.id/index.php/administratum/article/view/40531.
Signs, Categorization, Non-Identical Hands, and Identical In. “CATEGORIZATION OF NON-IDENTIC SIGNATURES IN FORGERY OF POWER OF ATTORNEY TO SELL BY NOTARIES (ANALYSIS OF SUPREME COURT DECISION NUMBER 1209K / PID / 2022)” 8, no. 2 (2023): 195–212.
Tripipo, Amirahni Zahra. "Notary's Responsibilities for Deeds That the Notary Does Not Read in the Front of the Parties (Study of Supreme Court Decision No. 351 PK / PDT / 2018)" 8, no. 4 (2025): 879–95.
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