Corporate Law

Limited Liability
Company
Muhammad Ikhsan Alia, S.H.,LLM

The University of Glasgow, United Kingdom

Master of Laws (LLM) in Corporate and Finance Law
 CODE OF CONDUCT
PRAY BEFORE CLASS STARTS

FILL ATTENDANCE LIST IN

GOOGLE CLASSROOM

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FORMAT ZOOM ID : FULL NAME_STUDENT ID
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 Recap…

Defenition Capital
Defenition of Legal Source Composition
Commanditaire
Vennootschap

Establishment Rights
Commanditaire and and
Complementary Associates
Responsibilities
 Learning Outcomes
Understanding the definition, basic elements, and the
Defenition establishment of LLC

Identifying the board composition and structure regulation of an

Corporate Organs LLC (Director, Commissioner, and Shareholders)

Understanding the core duties of the corporate boards (duty of

Capital Composition care, due diligence,

For more info:

Demonstrating in-depthFREEPIK
comprehension on the fiduciary duties of
You can visit our sister projects:

Director Duties
SLIDESGO | BLOG | FAQs | FLATICON | STORYSET | WEPIK | VIDEVO
directors (duty of care, duty of competence, and duty of loyalty
 PRE-TEST
 TO KNOW STUDENT'S PRIOR KNOWLEDGE REGARDING LLC
 FOR STUDENTS WHO CAN ANSWER QUESTIONS WITH
ACCURATELY WILL GET ADDITIONAL POINTS OF 3 POINT VALUE
 QUIZ QR LINK WILL BE ALSO SENT IN THE CHAT ZOOM
MEETING COLUMN

HAVE A GREAT TIME DOING IT!

 DEFENITION

● Limited Liability Company (LLC) >< Naamloze

Vennootschap (NV) >< Corporate Limited (Co.
Ltd.) >< Perseroan Terbatas (PT).

● The definition is comprised of two elements

which are “limited” dan “company”.
Law No. 40/2007

Article 1
Based on Article 1 Law no. 40/2007, the definition of a Limited Liability Company
(Perseroan) is a legal entity which is a capital association, established based on an
agreement, carrying out business activities with authorized capital which is entirely
divided into shares, and meets the requirements stipulated in this law and its
implementing regulations.
 ESTABLISHMENT

● To establish a company, you must meet material

requirements, including:
● 1. an agreement between two or more people;
(Art. 11)
● 2. made with an authentic deed (Art. 9 (1))
● 3. the authorized capital of the company
● 4. acquisition of shares when the company is
founded
 ESTABLISHMENT (2)
● Procedural Steps:
● 1. Formulation of the Deed of Incorporation
consisted of: Article of Association and Company
Bylaws
● 2. Application to the Ministry of Law and Human
Rights
● 3. 60 Days max of decision and 30 days to
challenge the incorporation decision
● 4. Publication in State Gazette of the Republic of
Indonesia (Tambahan Berita Negara Republik
Indonesia
 Capital Composition

Authorised Capital Issued Capital Paid-Up Capital

Compulsory capital also also known as issued Real Proportion of
know as maatschappelijk capital Shareholders’s ownership
kapitaal or nominal
capital Commonly set up 25% of
AC (Minimum).
Article 32 of Indonesian Art. 26
Corporate Act : Minimum
of Rp. 50.000.000
 Structural Board of LLC

Directors Commissioner Shareholders

 Director Duties
Duty of Loyalty
The duty to act in the best interest of the company
Article 92 of Law No. 40/2007

Duty of Care
The duty of company to demonstrate a responsible actions in taking decision and business opportunities
according to the core purposes of the company

Duty of Competence
Demonstrate degree of skill that reasonably be expected from a person of this knowledge and experience
Duty
of
Loyalty
 Good Faith

 Taking the business decision for the best profit

of the company

 Fiduciary Duties (avoiding ultra vires, self

dealing, and other illegal managerial agency
problem
 Duty of Care

Stakeholder
Prudentiality
Consideration
Principle of carefulness and Board must maintain the
cautious in operating the corporate action according to
company the collective interests of
Stakeholders (Environment,
Social, and Governance)
Duty of
Competence
Directors must demonstrate degree of
skill that reasonably be expected from a
person of this knowledge and
experience
Thanks!
Assignments for next week's meeting have been shared
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Do you have any questions?
Ikhsan.alia@gmail.com
+628116666366
“Without Commitment you will never
start. Without consistency, you will
never finish.”

—Denzel Washington
 Literature review
1. M. Yahya Harahap, 2009, Hukum Perseroan Terbatas, Sinar Grafika, Jakarata;

2. Ridwan Khairandy, 2006, Pengantar Hukum Dagang, UII Pres, Jogyakarta;

3. Munir Fuady, 1999, Hukum Perusahaan, Citra Aditya, Bandung (A);

4. Munir Fuady, 2002, Hukum Tentang Merger, Citra Aditya, Bandung (B);

5. Munir Fuady, 2001, Hukum Tentang Akuisisi, Take Over, dan LBO, Citra Aditya,
Bandung (C);

6. Gunawan Wijaya, 2009, Resiko Hukum Sebagi Direksi, Komisaris dan Pemilik PT,
Forum Sahabat, Jakarta.