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Company Law PPT Nya Ya
Company Law PPT Nya Ya
Company Law PPT Nya Ya
By: Sulistiowati
Faculty of Law
Universitas Gadjah Mada
Corporation
Legal Entity:
• Limited liability company
Phases of business
Sole trader
Partnership
Public Company
Group of Companies
MAATSCHAP
Maatschap
1. Internal
a. With manager
- The partners may appoint one of them or athird
person as manager;
- A manager is entitled to perform all acts of
management, despite the disapproval of some
partners, provided that he is acting in good faith
(Art. 1637 CC).
- The manager is able to act in the partnership name
and to bind the partners to third parties and third
parties to the partners.
Internal
b. Without manager
- Each partner is deemed to have authorized the
others to act in the name of the maatschaap and on
their behalf.
- Each partner is entitled to act on behalf of the
partnership and bind the partners to third parties
and third parties to the partnership.
- Eventhough, each partner has right to object to the
action of another partner prior to the time of that
action.
Liability to third parties
• Expired.
• The termination of maatschap activities at the
time specicified in the maatschap agreement.
• The destruction of the object or purpose for
which the maatschap was formed.
• The withdrawl of one or more partners.
• The death, placement underguardianship, or
bankruptcy of one of partners.
Winding up
• similar to a maatschap.
Partnership in AS
21
Differences between Maatschap
and Firm
30
Limited Partnership in USA
31
LIMITED LIABILITY COMPANY
(P.T.)
The limited liability company
(P.T.)
• Provisions: Law No. 40 of 2007.
• Limited Liability Company, hereinafter referred to as
the Company, means a legal entity constitutes a
capital alliance, established based on an agreement,
in order to conduct business activities with the
Company’s Authorized Capital divided into shares
and which satisfies the requirements as stipulated in
this Law, and it implementation regulations.
Name of the company
• (2) The buy back of shares, either directly or indirectly, contrary with
paragraph (1) is considered void by operation of law.
• (3) The Board of Directors shall be jointly and severally liable for the losses
suffered by shareholders who have acted in good faith, resulting from the
buy back which is void by operation of law as referred to in paragraph (2).
• (4) The shares buy backed by the Company as referred to in paragraph (1)
may only be possessed by the Company for not more than 3 (three) years.
General Meeting of Shareholders
(Art. 75 & 78)
• GMS has the authority which is not conferred to the Board of
Directors and the Board of Commissioners, with due observance
to the limitation as stipulated herein and/or the articles of
association.
• During the GMS, the shareholders shall have the right to receive
explanation relating to the Company from the Board of Directors
and/or the Board of Commissioners, as long as it is related to the
agenda of such GMS, and shall not in contrary with the interest
of the Company.
• GMS concerning other agenda shall not be entitled to adopt any
resolution, except all present and/or represented shareholders
in the GMS agree with the proposed additional agenda.
• Resolution on the additional agenda shall be approved
unanimously.
• GMS shall consist of annual GMS and other GMS
Formal Shareholder Meetings
In England
• In the US:
As long as a director acts in the good faith and
with due care in his decision making process,
the director can not be held responsible
although the decision is not equal to a
decision made by an ordinarily prudent
person.
Duty of Care and Business Judgment Rule