Legal Study of the Defects in Amendments to the Articles of Association of Limited Liability Companies in Voting at General Meetings of Shareholders
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Abstract
Law Number 40 of 2007 concerning Limited Liability Companies and the Company's Articles of Association The General Meeting of Shareholders (GMS) is the highest organ in a limited liability company that has the authority to decide on various strategic matters, including changes to the articles of association and replacement of members of the Board of Directors and its decisions are based on the quorum of attendance of shareholders. If there is a change to the articles of association, then referring to the GMS, it must meet the requirements of Article 88 of Law Number 40 of 2007 concerning Limited Liability Companies which states that decisions can be taken if the meeting is attended by at least 2/3 (two-thirds) of shareholders with voting rights. The normative legal research method is used to examine the applicable laws and regulations and their application in practice. The results of the study indicate that the judge's decision ignores the provisions of the attendance quorum, but this study found that the judge in deciding and determining the presence of shareholders must be taken unanimously. This has the potential not to provide legal protection and certainty so that it will harm the shareholders in the company.
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References
Agista, RT, & Ngaisah, S. (2023). Legal Protection for Interns Reviewed from Employment Laws and Regulations. (Journal of Police and Law Enforcement), 1(1), 48–60. https://jurnal.fhubhara.com/index.php/derecht/article/view/164
Ali Abdullah, Corporate Law and Aspects of the Implementation of Notary Law, (Depok: Rajawali Pers, 2024).
Bdg, PDTPT, Decision, C., Pdt, N., Bdg, GP, Pt, J., & Bdg, PP (2024). PT KTI ALLEGEDLY CONDUCTED UNLAWFULLY ( STUDY OF PN DECISION NO 236 / PDT . G / 2019 / PN BDG JO PT NO Juridical Analysis Of The Organization Of Pt Kti ' s Rupslb Suspected To Be Conducted Unlawfully ( A Study Of The District. 6(236), 1626–1638.
Bluluci, AR, & Iriantoro, A. (2022). By: ANASTASIA ROSARI BLULUCI, AGUNG IRIANTORO. 2(01), 459–481.
Boboy, JTB, Santoso, B., & Irawati, I. (2020). Land Dispute Resolution Through Mediation Based on Dean G. Pruitt and Jeffrey Z. Rubin's Theory. Notarius, 13(2), 803–818. https://doi.org/10.14710/nts.v13i2.31168
Chandra, F. . EE . FF . & RS (2023). Legal Analysis of the Validity of Holding Online General Meeting of Shareholders (GMS) to Achieve Legal Certainty (Research Study of PT Midi Utama Indonesia Tbk (Midi)). 6(1), 3852–3863. https://www.review-unes.com/index.php/law/article/view/1197/922
Djumardin, D., HS, S., & Muhaimin, M. (2019). Legal Analysis of the Substance of the Document of the Deed of Establishment of a Limited Liability Company: As an Instrument in Compiling a Textbook on the Technique of Making a Deed of Business Entity. Journal of Legal Compilation, 4(2), 12–25. https://doi.org/10.29303/jkh.v4i2.9
Ernawati, & Abdullah, A. (2021). Settlement of Accountability of General Meeting of Shareholders (GMS) of the Company Through the Court. Imanot: Journal of Law & Notary Students, 1(1), 162–185. https://ejournal.unsrat.ac.id/index.php/lexprivatum/article/view/33151
Felina, C., Kamello, T., Sembiring, R., & Sembiring, IA (2023). Discovery of Decisive Documents Concealed by the Opponent as a Cause for Cancellation of Arbitration Awards. Locus Journal of Academic Literature Review, 2(10), 861–873. https://doi.org/10.56128/ljoalr.v2i10.239
Firdaus, FR (2024). Public Participation in Law-Making Process: A Comparative Perspective of 5 (Five) Democratic Countries. Constitutional Journal, 21(2), 203–225. https://doi.org/10.31078/jk2123
Haerani, I. (2020). OPEN TO THE MECHANISM OF IMPLEMENTING ELECTRONIC GMS BASED ON POJK 15 OF 2020. 130–142.
Hakeu, F., Pakaya, II, & Tangkudung, M. (2023). Utilization of Gamification-Based Learning Media in the Learning Process at Al-Azhfar Integrated MIS. Awwaliyah: Journal of Elementary Madrasah Teacher Education, 6(2), 154–166. https://doi.org/10.58518/awwaliyah.v6i2.1930
Hamidin, Siswantari Pratiwi, H. (2024). Analysis of the Application of the Business Judgement Rule Principle Related to Criminal Liability of Directors of State-Owned Enterprises (BUMN). Yustisi, 11(2), 343–357.
Ismoyo Aji, A., Prananingtyas, P., & Hafidh Prasetyo, M. (2020). Legal Protection of Public Shareholders in the Restructuring Process of Limited Liability Companies. Notarius, 13(1), 255–271. https://doi.org/10.14710/nts.v13i1.30328
Javasche, RN V, En, B., & Maatschappy, B. (2025). Unlawful Acts in Holding an Extraordinary General Meeting of Shareholders (RUPS-LB) by Heirs Who Do Not Have Authority Over the Company's Shares (Case Analysis. 5(3), 1974–1985.
Julia Fitri Yani, Dhoni Martien, & Yurisa Martanti. (2022). Legal Consequences for Limited Liability Companies for Deeds of Amendments to Articles of Association Not Reported to the Ministry of Law and Human Rights. Journal of Law, Politics and Social Sciences, 1(4), 147–168. https://doi.org/10.55606/jhpis.v1i4.716
Case, S., Pitala, PT, & Raya, G. (2025). Legal Implications for Companies Ignoring General Meetings of Shareholders.
Khairunnisa, AA (2018). Application of Human Rights Principles in the Formation of Legal Products by Regional Governments. Journal of Government Management, 5(7), 65–78.
Marfiana, A., & Andriyanto, T. (2021). The Influence of Company Ownership Structure on Tax Avoidance in Indonesia with Corporate Governance as a Moderating Variable. Journal of Taxation and State Finance (PKN), 3(1), 178–196. https://doi.org/10.31092/jpkn.v3i1.1226
Merdi Aditya Putra, & Siti Hajati Husein. (2022). The Role of Notaries and the Validity of Electronically Carried Out GMS Deeds. The Juris, 6(1), 157–168. https://doi.org/10.56301/juris.v6i1.426
Nana Eka Wijayanti, & Sumriyah. (2023). 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(1), 877–887. https://doi.org/10.61722/jssr.v1i1.408
Nasseri, J. (2021). Shareholder Agreements and Their Impact on Other Stakeholders in Companies. Aksara: Journal of Nonformal Education, 7(3), 1017. https://doi.org/10.37905/aksara.7.3.1017-1028.2021
Njatrijani, R., Rahmanda, B., & Saputra, RD (2019). Legal Relationship and Implementation of Good Corporate Governance Principles in Companies. Echo of Justice, 6(3), 242–267. https://doi.org/10.14710/gk.2019.6481
Nurudin, IF, & Nurudin, A. (2022). Legal Certainty at GMS Conducted Through Video Conference During the Pandemic. Notarius, 15(2), 785–802. https://doi.org/10.14710/nts.v15i2.36742
Nurullia, S., & Irawaty, R. (2024). Validity of Power of Attorney and EGMS Procedures during the Vacant Period of the Board of Directors' Position towards Ratification of Actions of Former Directors: Analysis of Decision Number 575 / PDT / 2023 / PT SBY. 5(1), 1–17.
Oktarini, LN, Purwaningrat, PA, & Pratiwi, KA (2020). Can Investment Decisions Mediate the Effect of Capital Structure on Firm Value in Manufacturing Companies Listed on the Indonesia Stock Exchange (IDX). Bisma: Journal of Management, 6(2), 151–159.
Pradipto, N., Kartika, CR, & Kusuma, AJ (2023). Dismissal of Directors of Limited Liability Companies in Bankruptcy Through Circular Resolution. Suara Hukum Journal, 4(1), 86–106. https://doi.org/10.26740/jsh.v4n1.p86-106
Prasetyo, A. (2022). Sole Proprietorship of Limited Liability Companies in the Job Creation Law Based on the Theory of Legal Entities. Journal of Legal Studies: ALETHEA, 5(1), 39–54. https://doi.org/10.24246/alethea.vol5.no1.p39-54
Rayan Makhfirah, RD (2022). Rights and Legal Protection of Minority Shareholders Due to Mergers in Indonesian Islamic Banks. Journal of Syntax Transformation, 3(01), 121–128. https://doi.org/10.46799/jst.v3i1.500
Saputra, Y., Mahmudah, S., & Islamiyati. (2021). Study of General Meeting of Shareholders of Public Companies with the Enactment of Financial Services Authority Regulation Number 15. Diponegoro Law Journal, 10(2), 545–565.
Saputra, Y., & Siti, M. (2021). Regulation of General Meeting of Shareholders of Public Companies after the Outbreak of the Covid-19 Pandemic in Indonesia. Law, Development & Justice Review, 4(1), 139–157.
Sayyid, A. (2021). Protection of Minority Shareholders in Limited Liability Companies from an Islamic Law Perspective. Journal of Islamic Economic Studies, 6(2), 59–84.
Sidik, YM (2023). Validity of Deed of Amendment to Articles of Association and Company Data Due to Unlawful Acts by the Board of Directors in Connection with Law Number 40 of 2007 Concerning Limited Liability Companies. 2(2), 1–21.
Sudaryat, S. (2020). Responsibility of Majority Shareholders Who Also Serve as Directors for Third Party Losses Due to the Company's Unlawful Acts. Jurnal Bina Mulia Hukum, 4(2), 313. https://doi.org/10.23920/jbmh.v4i2.293
Sulaiman, S., Asyari, NA, Fakhriah, S., & Puspitasari, N. (2024). Legal Protection for Shareholders in Sharia Companies. 8(2), 1159–1165. https://doi.org/10.56338/jks.v8i2.7086
Suprayogi, E., & Nuraeni, Y. (2019). PRESUMPTION OF LAW PRESUMPTION OF LAW. 1(April), 163.
Surahman, M., Triana, D., Hosnah, AU, & Febrianty, Y. (2023). Analysis of the Role of Notaries and the Validity of the Deed of General Meeting of Shareholders Conducted Through Teleconference Media. 20(1), 266–275. https://ejournal.penerbitjurnal.com/index.php/law/article/view/409/354
Syafrida, S., Latumeten, PE, & Suryandono, W. (2019). Conflict of Interest by Majority Shareholders Appointed as President Director of a Private Limited Liability Company (Analysis of the Articles of Association of PT ARS). Jurnal Notary, 1(1), 1–27.
Wijaya, NN (2022). Legal Study of the Utilization of Video Conference in the Implementation of General Meetings of Shareholders Reviewed from Law No. 40 of 2007 Concerning Limited Liability Companies. Notarius, 1(2), 268–276.
Yusanti, EV, Azwar, TKD, & Siregar, M. (2022). The Validity of General Meeting of Shareholders Not in Accordance with the Articles of Association. Locus Journal of Academic Literature Review, 1(3), 153–160. https://doi.org/10.56128/ljoalr.v1i3.63
Zahra, H., Putri, AK, & Tambunan, HM (2024). Legal Protection for Shareholders: Exploring Rights and Risks in Limited Liability Companies. 2(4), 216–222.