Comercial Law Meet 5

23/09/2022
Transfer of shares

 If transferres using a deed of transfewr of right

 Deed of transfer if right can be in form of sale and purchase grant
 In the capital market, special provisions apply
Organ Limitid Liability Company

 GMS (rapat umum pemegang saham)

 Director : the main rule is to run the management of company. Maanagement
function, to do representative function which like dispute with another company
 Board of commissaries
Responsible of Director (Art 97 Company law)

 Responsible the management

 The managenemnt must implemented with good faith full of reponsibility
 Each member of directoir is fully respnsible for loss of lLC
The condition the director are not respopnsiblity if they can prove

 The loss was not due to his faukt or negligent

 Has carried out management in good faith and prudently for the interenst of the
company in accordance with the aims and objective
 Has no conflinct of interenst
 Has taken steos to prevent the liss from continuing
Board of Commissioners
Is the organ in charge of supervising the company’s general and/ specified by statue and
provide advice to the board of directors
Responsibilities Board of Commissioners

 Responsible for oversight related to management policies and management practies

 It is oblogatory to exercise supervision with faith and caution in carrying out duties
 Personally responsible whe violating the peinciples of good faith anf precucation
General Meeting Shareholder (GMS)
Organ of the company that has the authority not given to the directors or the board of
commissioners within the limits determnined by the company law and or article s of
associate
Authority if GMS

 Determination of amandements to the articles of association

 Share repurchase by the conpany or its transfer
  Incrase the company
 Determination of the use of profit
 Take the decision to dissolve LLC
 Determination regarding merger, consolidation and takeover
 Appointment and dissmisal of directors and commissioneers
Comercial MEET 7
29/09/2022
Cooperative
Is a bussines entity consisting of person or legal entities with the bases cooperative activities
based on the principle of cooperation as well as people’s economic on the principle of
kindshp (law no 25 of 1992)
Characteristic of cooperative

 Cooperatives are based on pancasila and the 1945 constitution and are based on the
principle of kindship
 Cooperative aims to promote the walfare of mambers in particular and society in
general
Elements of cooperative

 A cooperative is not capital association organization, but an association of people

based on social, togetherness and responsibility
 Cooperative membership is voluntary
 The cooperative aims to improve the welfare of its members.
Type of cooperative based on founder

 Primary cooperatives : cooperative established by and consisting of indivisual

 Secondary cooperatives : cooperatives establish by and consisting of cooperatives.
Type of cooperative based on scope of business

 Consumption cooperative
 Service cooperative
 Multipurpose cooperative (KSU)
 Production cooperative
 Saving and loans cooperatives
Organ Cooperative
1. Meeting of members
 Articles of association
 General policy in the field of managhement organizations and cooperative
business
 Selection, appointment, dismissal of executive and supervisiors
  Work plan, cooperative renevue and expenditure budget plan, ,as well as
ratification of financial reports
 Ratification of the executive accountability in carrying out their duties
 Distribution of the remaining income from the bussiness
 Merger, consolidation, division and dissolution of cooperative
2. Executive board
 Managing cooperatives and theur businesses
 Submit a draft work plan as well as a draft income and expenditure budget
plan for cooperatives
 Hold a member meeting
 Submit financial reports and accountability for the implementation of task
 Maintain a list of members and administators books
3. Supervisor board
 Supervise the implementation of polices and management of cooperatives
 Make a written report on the result of its supervision
CAPITAL
1. Internal
 Main saving
 Mandor saving
 Reserved fund
 grant
2. Loan
 Member
 Other cooperative and/their
 Banks and or other financial institutions
 bond
3. Capital investment
 Government
 Commmunity members
 Business entity
 Other agenciy
Main saving : only pay in one time since join
Mandatory saving/ wajib : tergantung pada aturan asosiasi pada koperasi

COMERCIAL LAW MEET 9

06/10/2022