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Without Deceit or Fraud. Truly Actually Without Simulation or Pretense"
Without Deceit or Fraud. Truly Actually Without Simulation or Pretense"
Without Deceit or Fraud. Truly Actually Without Simulation or Pretense"
Sekutu komanditer: the party who only invest the capital, does not intervene in the
management, and is only responsible for what is included. Called by passive allies
BAB 1 INTRODUCTION TO LAW (sleeping partners)
Legal System (Friedman) 2.Sekutu komplementer: in charge of running the company and being accountable to
Legal Structure •Institutionalization •Legal entities third parties
Substance •Rules •Norms
Legal Culture •Attitude towards common behavior How to establish CV
•Agreement (Pasal 22 KUHD)
What is Law? •Practices in Indonesia: akta notaris à register to Kepaniteraan PN à announced in
•Set of rules (kaidah) or behavior norms // •Made by the authority (governance) // •Do’s tambahan Berita Negara RI
and Dont’s // •Ignoratia juris non excusat: ignorance of law is no excuse //
•Punishment/sanctions // •Scope of application (geographically) How PP CV Firma Ends
1.End of term // 2.Mission/purpose accomplished // 3.Owners’ decision // 4.One of the
Subject of Law members passed away
•Everyone who has right and obligation: 1.Person (even since in the mother’s womb)
2.Legal Entity à PT, Foundation PT
Legal entity established under a contract, engaging in business activities with stock as
Not every subject of law has capacity “cakap hukum” to perform legal action. the capital, and fulfilling the requirements in UU and PP.
•Cakap hukum able to to perform legal action and account for it. Characteristics of PT:
•Criteria 1. adult ; 2. not under other’s supervision. 1.Legal entity // 2.Stocks are easily transferable // 3.Limited liability
Those who don’t have the capacity still have their rights and obligations but they
could not manage by themselves. e.g.: person with mental disorders is entitled to their Elements of PT
own property, but it is managed by others. 1.Legalization by Kemenkumham
2.Formal organization (boards: board of directors, supervisor: commissioner, member
Object of Law meeting: rups)
•The object of the right and obligation. // •Goods / concerns. 3.Organization’s wealth separated from personal’s wealth
•To perform legal action, the subject of law should always involve w2the object. 4.Perform legal action, represented by the board
•E.g. : property right, the object is house/building. Obligation to pay vehicle tax, the 5.Have its own goals: written on AD
object is car/motorcycle.
How PT ends
Business Law 1.Decision in RUPS // 2.End of term // 3.Court ruling
•Based on the Common Law library especially Anglo America, business law is not a
branch of law. BAB 3 CONTRACT LAW
•According to Ralph C. Hoeber, business law does not refer to a particular branch of What is Contract?
law but rather refers to the various branches of law that are closely related to various A contract is a legally binding agreement between two or more people that is
business activities. enforceable by law
•Business: all those activities which are aimed to transfer goods and services from the Article 1331 KUHPer:
production centre to consumption centre with a view of to maximize profit. •“Suatu perbuatan dengan mana satu orang atau lebih mengikatkan dirinya terhadap
•Business Law: Laws relating to business, commercial activity, trade or commerce. satu orang lain atau lebih.”
Sources CONDITIONS
Perseroan Terbatas, UU Pasar Modal, UU Hak Cipta, UU Merek, UU Paten, etc. Pasal 1320 KUHPerdata:
•Custom // •Jurisprudence // •Tractate // •Contract/agreement // KUHPer, KUHD, UU •Competent legal parties // •Meeting of mind // •Legal subject matter // •a lawful (halal)
cause (aligned with the regulation)
Purpose of Business Law 1&2 subjective conditions, if violated, the contract is voidable
As information sources for business practitioners about their rights and obligations, to 3&4 objective conditions, if violated, the contract is void of law
establish fair character and behaviour in their business activities that are guaranteed
by legal certainty. PRINCIPLES OF CONTRACT
1. Facilitator: facilitating business activities from A to Z, such as: 1. Consent (Asas Konsensualitas
•Company law // •Contract Law // •Hukum Perbankan // •Hukum Asuransi // •HAKI •The contract must be made voluntarily
(Patent, brand, copyright) // •Ending Hukum Kepailitan •It must not be entered into under duress
2.Adjudication, to address any dispute. •Both parties must agree to what is in the contract
3.Regulator: governance intervention to ensure the business activities done in good •Article 1320 KUHPer.
way •Environmental law // •Consumer Protection Law // •Anti-monopoly Law / •Tax •Consent can not happen if (article 1321 KUHPerdata):
1.dwang (duress) // 2.dwaling (mistake) // 3.bedrog (fraud)
BAB 2 COMPANY LAW
Definition of Business 2. Freedom of Contract
Any form of business undertaking activities on an ongoing basis and continuously Right of an adult to make a legally binding mutual agreement with one or more other
obtaining profit, held by individuals or business entities in the form of legal entities or persons, without governmental interference as to what type of obligations he or she
non-legal entities (UU Dokumen Perusahaan) can take upon himself or herself.
Take it or leave it!
Company Elements Article1338 KUHPerdata:
1.Legal entity (legality) // 2.Business activities depend on the •To make or not to make agreement // •To make an agreement with anyone //
business characteristicàUU Perbankan, UU Asuransi, dll) // 3.Continously // •Determine the contents and conditions // •Determine the agreement form // •Determine
4.Publicity (terang-terangan) // 5.Profit // 6.Documentations or reports which laws will be subject
2.Partnership
Private Association (Persekutuan Perdata/PP), ISLAMIC PERSPECTIVE
CV (commanditaire vennootschap) // Firma Priciple: Aqad1. Except : •Riba •Gharar •Maisir // 2. Halal & thayyib // 3.
3.Limited Partnership (PT) Voluntarily // 4. Amanah
Private Association (PP)
•Agreement between two or more parties who bind themselves to put something into Aqad conditions
their partnership with purpose of profits or advantages (pasal 1618 KUHPer) Not a defect product // Criterias of the object must be clear (value proposition) // No
•It is an agreement (contract) fraud, duress (mudharat)
•The achievements of the parties by putting something into the partnership (money
capital, good capital, skills, etc.) Aqad
•Accountability is unlimited. Aqad Tabarru (non profit) Qard (loan) Kafalah (insurance) Rahn (mortgage) Hibah
•Profit/loss must be shared to all parties Waqaf
Aqad Tijarah (for profit) Natural Certainty 1. Murabahah (parties agree on the
FIRMA markup for the item. 2.) Salam (pre order w/ advance payment 3.) Istishna
•A partnership that carries on business activities under group of people (pasal 16 (customization)
KUHD). Natural Uncertainty 1.) Mudharabah (cooperation between investor and fund
•Accountability is unlimited. manager) 2.) Mukharabah (cooperation in agriculture management)
•There is no requirement of legalization by the minister of law and human rights
(common practice:notarial act). THE DIFFERENT BETWEEN ISLAMIC CONTRACT
PERDATA
CV CV is a partnership, established by one or more persons who bear responsibility 1.Fulfill the Act // 2.Adult, not under other supervision // 3.Unregulated
for their money or goods to a person or persons who run the company and act as the
company’s leader. ISLAM
1.Fulfill the syariat // 2.Mukallaf //3.Free from riba, gharar and maisir
Consists of:
PRINCIPLE OF CONVENTIONAL AND ISLAMIC CONTRACT ¨ The Right to Basic Needs
1.Freedom of Contract Article1338 (1)KUHPer The right to basic needs means the right to all the goods and services that are needed
2.Consent Article 1320 (1) KUHPer in our daily life including enough food, clothing, house, health and education.
3.Pacta Sunt Servanda (legal certainty) Article 1338 (1) KUHPer ¨ The Right to Safety
4.Good faith Article 1338 (3)KUHPer The consumers have the right to be protected from goods, services
and manufacturing processes that might expose their health and life
ISLAM to danger.
1.Al-Hurriyah Al-Maidah:1 ¨ The Right to be Informed
2.Voluntarily (Al-Ridho/An-Taradhim) An-Nisa’:29 The right to be informed means that the consumers have the right to obtain accurate
3.Al-Kitabah Bani Israil:15, Al- Maidah:1 and precise facts about the goods and services that they want to consume in order for
4.Al-Amanah Al-Haj:24 them to make the right choice. The consumers need to be equipped with enough
information so that they can act in a wise and responsible way.
PROCESS ¨ The Right to Choose
Step by step: The consumers are entitled to have freedom in buying or assuring that the goods and
1.Negotiation (invitation to treat) // 2.Draft (MoU/LoI) // 3.Revision or Signing services that they need are obtained through the right channels, based on the right
(closing/MoA) // 4.Implementation price. In the case of monopoly, the consumers need to obtain guarantee over the
quality of the goods and
CODE OF ETHICS IN NEGOSIASI ¨ The Right to be Heard
Win-Win Attitude: win-win solution This means the right to advocate consumers' interest with a view to their receiving full
Strategy: and sympathetic consideration in the formulation and execution of economic and other
•Build trust // •Manage objection // •Commit to perform win-win attitude // •Find the policies.
solution ¨ The Right of Redress
The right of redress means the consumers have the right to a fair settlement of claims.
ANATOMY ¨ The Right for Consumer Education
1.Title The consumers have the right to acquire the knowledge and skills necessary to be an
•Identify the main content // •The title and the content should be related and relevant informed consumers.
2.Place and Date of Signing ¨ The Right to a Healthy Environment
•Usually as opening // •Usually need to follow special format, for example notarian act This means the right to a physical environment that will enhance the quality of life.
3.Komparisi (Parties)
•Identities of parties involved in the contract LIABILITIES OF CONSUMER
4.Recitals (Backgroud) Follow instructions for safety information and procedures
•Object of agreement // •General condition of each party .Have good faith in buying goods and/or services
5.Body (rights and obligations) Paying in accordance with the agreed exchange rate
Right and obligations should reflect a logical relationship Comply with the legal dispute resolution process
6.Supporting elements
•Starting point // •agreed expiry & termination (default & force majeure) // •Selected RIGHTS OF BUSINESS AGENT
law and forum // •Addendum // •Amandemen // •Appendices Right to receive payment in accordance with the
agreement on the condition and exchange value of goods and / or services
WANPRESTASI 2.The right to get legal protection from consumer’ misconduct
Wanprestasi: any violation of contractual obligation, e.g.: 3.The right to conduct self-defense in the settlement of consumer disputes
•Do nothing // •Delays // •Underperforms (uncomplete) // •Do something that should 4.The right to rehabilitate its reputation if it is legally proven that the consumer's loss
not be done // Consequences: // •Loss for any party is not caused by the goods and / or services
LEGAL REFERENCE
UU No 7 / 1992 Banking Change to UU No. 10 / 1998
TYPES OF BANK Commercial Bank Bank Perkreditan Rakyat
PURPOSE OF CREDIT
•General: Support nation development based on economic principles:
-sacrifice as small as possible // -profit maximization
•Specific: The credit name usually matches its purpose (KUR, KPR, etc).
ELEMENT OF CREDIT
•Trust •Time •Degree of Risk •Prestasi
PRINCIPLES OF CREDIT
5C (Credit Analysis)
Character / Capital / Capacity / Condition of Economic / Collateral
Principles of 5P
Party (classified into groups based on character, capacity, and capital)
Purpose // Profitability // Payment // Protection
Principles of 3R