Undang-Undang Perseroan Terbatas / Limited Liability Company Nomor 40 Tahun 2007 [english version] III (article 101-161)


Article 101

(1) Members of the Board of Directors shall be obliged to submit report to the Company regarding the shares of the Company or other Company owned by the relevant members of the Board of Directors and/or their families, to be further registered in the special register.

(2) Any member of the Board of Directors who fails to perform its obligation as referred to in paragraph (1), and causes loss to the Company, shall be personally liable against such loss.

Article 102

(1) The Board of Directors shall be obliged to request the GMS approval to :

a. transfer the Company’s assets; or

b. secure the Company’s assets.

which constitutes of more than 50% (fifty percent) from the total net assets of the Company in 1 (one) transaction or more, either separate or inter-related.

(2) The transaction as referred to in paragraph (1) letter a shall be the transfer of the Company’s net assets which occurs within the period of 1 (one) accounting year or other longer period as stated in the articles of association of the Company.

(3) The provision as referred to in paragraph (1), shall not apply to the action to transfer or secure the Company’s assets, which is performed by the Board of Directors as the implementation of the Company’s business activities in accordance with the articles of association.

(4) The legal action as referred to in paragraph (1) shall remain binding for the Company even though without any approval from the GMS, as long as the other party has a good faith in conducting such legal action.

(5) The provision on quorum and/or the adoption of resolution of GMS as referred to in Article 89, shall apply mutatis mutandis for GMS resolution to approve the action of the Board of Directors as referred to in paragraph (1).

Article 103

The Board of Directors may, in writing, grant a power of attorney to 1 (one) of the Company’s employee or more or to any other person for and on behalf of the Company to perform a certain legal action as described in the Power of Attorney.

Article 104

(1) The Board of Directors shall have no authority to file a request on bankruptcy to the Commercial Court over the Company itself, without having obtained prior approval from GMS, without prejudice to the provision as stipulated under the Law on Bankruptcy and Suspension of Debt Payment Obligation.

(2) In the event a bankruptcy as referred to in paragraph (1) occurs due to the fault or negligence of the Board of Directors, and the assets are not sufficient to pay all of the Company’s obligations in connection with such bankruptcy, each member of the Board of Directors, shall jointly and severally liable to all obligations which are remain unpaid from the bankruptcy assets.

(3) The liability as referred to in paragraph (2) shall also apply for members of the Board of Directors who due to their fault and negligence holding positions in such Board of Directors, within the period of 5 (five) years prior to the bankruptcy statement.

(4) A member of the Board of Directors shall not be liable over the bankruptcy of the Company as referred to in paragraph (2) if it is proven that :

a. such bankruptcy is not resulted from its fault or negligence;

b. it has conducted the management of the Company with good faith, prudent, and fully responsible in the pursuit of its purposes and objectives;

c. there is no conflict of interest, either directly or indirectly over the management of the Company; and

d. it has taken a precaution measure to avoid the bankruptcy.

(5) The provision as referred to in paragraph (2), paragraph (3), and paragraph (4) shall also apply to the Board of Directors of the Company which declared bankrupt based on the third party’s filing.

Article 105

(1) A member of the Board of Directors may be at any time dismissed based on the resolution of GMS by specifying the reasons.

(2) The resolution to dismiss the member of the Board of Directors as referred to in paragraph (1), shall be adopted after the relevant member has been given an opportunity to defend itself in the GMS.

(3) In the event the resolution to dismiss the member of the Board of Directors as referred to in paragraph (2) is adopted without convening GMS as referred to in Article 91, the relevant member of the Board of Directors shall be first notified regarding the plan of dismissal, and shall be given opportunity to defend itself prior to the resolution regarding such dismissal.

(4) The opportunity to defend as referred to in paragraph (2) shall not be deemed necessary in the event that the relevant member of the Board of Directors show no objection against such dismissal.

(5) The dismissal of the member of the Board of Directors shall be effective as of :

a. the closing of GMS as referred to in paragraph (1);

b. resolution date as referred to in paragraph (3);

c. other date determined in the resolution of GMS as referred to in paragraph (1); or

d. other date determined in the resolution as referred to in paragraph (3).

Article 106

(1) A member of the Board of Directors can be temporarily suspended by the Board of Commissioners by specifying the reasons.

(2) The temporary suspension as referred to in paragraph (1), shall be notified in writing to the relevant member of the Board of Directors.

(3) The suspended member of the Board of Directors as referred to in paragraph (1) shall have not authority to carry its duty as referred to in Article 92 paragraph (1), Article 98 paragraph (1).

(4) Within the latest period of 30 (thirty) days as of the date of suspension, GMS shall be convened.

(5) In the GMS as referred to in paragraph (4), the relevant member of the Board of Directors shall be given an opportunity to defend itself.

(6) GMS shall revoke or confirm the resolution regarding such suspension.

(7) In the event the GMS confirms the resolution on suspension, the relevant member of the Board of Directors will be permanently dismissed.

(8) If within the period of 30 (thirty) days after the elapse of GMS as referred to in paragraph (4) failed to be convened, or the GMS fails to adopt any resolution, then the suspension shall be declared void.

(9) For Issuer, the capital market regulation shall apply to the GMS as referred to in paragraph (4) and paragraph (8),

Article 107

The following matter shall be regulated in the articles of association :

a. procedures of resignation of a member of the Board of Directors;

b. procedures to fill the vacant position as a member of the Board of Directors;

c. other party which has authority to perform the management and represent the Company in the event of disability or suspension of all members of the Board of Directors.

Part Two

Board of Commissioners

Article 108

(1) The Board of Commissioners shall conduct supervision over the management policy, the implementation of the management in general, either regarding the Company or its business, and provides advice to the Board of Directors.

(2) Supervision and advice as referred to in paragraph (1) shall be conducted for the interest of the Company, and shall be in accordance with the purpose and objective of the Company.

(3) The Board of Commissioners shall consist of 1 (one) member or more.

(4) The Board of Commissioners which consists of more than 1 (one) members shall constitutes a committee, and each member of the Board of Commissioners can not act severally provided that it shall be in accordance with the resolution of the Board of Commissioners.

(5) The Company which engages in mobilizing public funds, issuing debt instrument or an Issuer shall have a minimum of 2 (two) members of Board of Commissioners. .

Article 109

(1) The Company having its business activities based on then syariah principle, other than having a Board of Commissioners, shall also be obliged to have Syariah Supervisory Board.

(2) The Syariah Supervisory Board as referred to in paragraph (1), shall consist of 1 (one) or more syariah experts, appointed by the GMS based on the recommendation of the Indonesian Ulama Council (Majelis Ulama Indonesia).

(3) The Syariah Supervisory Board as referred to in paragraph (1) shall have the duty to provide advice and suggestions to the Board of Directors, as well as to supervise the activities of the Company in order to comply with the syariah principle.

Article 110

(1) Those who are eligible to be appointed as a member of the Board of Commissioners shall be an individual who capable in performing legal action, except within the period of 5 (five) years prior to his appointment he/she :

a. he/she :

b. had been declared bankrupt;

c. being the member of the Board of Directors or the member of Board of Commissioners who have been adjudicated to have caused the bankruptcy of a Company; or

d. had been sentenced for a criminal offense which caused financial loss to the state and/or relating to financial sector.

(2) The requirement as referred to in paragraph (1) shall not avoid the possibility for a relevant technical institution to stipulate an additional requirement based on the regulation.

(3) Compliance to the requirement as referred to in paragraph (1) and paragraph (2) shall be proven with a letter kept by the Company.

Article 111

(1) Members of the Board of Commissioners shall be appointed by GMS.

(2) The appointment of members of the Board of Commissioners shall be firstly conducted by the founder as stipulated in the deed of establishment as referred to in Article 8 paragraph (2) letter b.

(3) Members of the Board of Directors shall be appointed for a certain period and may be re-appointed.

(4) Articles of association shall regulate the procedures to appoint, replace, and dismiss the members of the Board of Commissioners, and may also regulate the procedures to nominate the members of the Board of Commissioners .

(5) GMS resolution regarding the appointment, replacement, and dismissal of the members of the Board of Commissioners shall also stipulate the effective date of such appointment, replacement, and dismissal

(6) In the event the GMS does not to stipulate the effective date of appointment, replacement, and dismissal of the members of the Board of Commissioners, then the aforementioned shall be effective as of the closing of GMS.

(7) In the event of appointment, replacement, and dismissal of the members of the Board of Commissioners, the Board of Directors shall notify the change of members of the Board of Directors to the Minister to be registered in the Company Registry, within the latest period of 30 (thirty) days as of the resolution date of the GMS.

(8) In the event the notification as referred to in paragraph (7) has not been performed, the Minister shall refuse , the notification regarding the change of Board of Commissioners composition which is submitted to the Minister by the Board of Directors.

Article 112

(1) The appointment of the Board of Commissioners which is not in accordance with the requirement as stipulated in Article 110 paragraph (1) and paragraph (2) shall be, by law, null as of the other members of the Board of Commissioners or Board of Directors acknowledges the non-compliance of such requirement.

(2) Within the latest period of 7 (seven) days as of the acknowledgement, Board of Directors shall announce the annulment of the appointment of the relevant Board of Commissioners in a Newspaper and shall notify the Minister to be registered in the Company Registry.

(3) Legal action that has been conducted by the members of the Board of Commissioners for and on behalf of the Board of Commissioners as referred to in

paragraph (1) prior to the annulment of appointment, shall remain binding and shall become the Company’s liability.

(4) The provision as referred to in paragraph (2) shall not reduce the responsibility of the members of the relevant Board of Commissioners against the Company’s loss as referred to in Article 114 and Article 115.

Article 113

The provision regarding the amount of salary or honorarium and remuneration of the members of the Board of Commissioners shall be stipulated by GMS.

Article 114

(1) The Board of Commissioners shall be responsible to supervise the Company as referred to in Article 108 paragraph (1).

(2) Each member of the Board of Commissioners shall be obliged with good faith, prudent and full of responsibility to perform his supervisory duty and provide advices to the Board of Directors as referred to in Article 108 paragraph (1) for the interest of the Company and shall be in accordance with the purpose and objective of the Company.

(3) Each member of the Board of Commissioners shall also be personally liable for the loss suffered by the Company if it resulted from its fault or negligent in performing its duties, in accordance with the provision as referred to in paragraph (2).

(4) In the event the Board of Commissioners consist of 2 (two) members or more, the responsibility as referred to in paragraph (3) shall jointly and severally apply to each member of the Board of Commissioners

(5) A member of the Board of Directors shall not be liable for the loss as referred to in paragraph (3) if it is proven that :

a. it has performed the supervisory duty with good faith and prudent principle for the interest of the Company and in accordance with its purpose and objective.;

b. it has no, either directly or indirectly, personal interest to the Board of Directors’ management over the Company’s which causing the Company’s loss; and

c. it has provide advice to the Board of Directors in order to prevent the occurrence or continuity of such loss.

(6) On behalf of the Company, the shareholders representing at least 1/10 (one-tenth) from the total number of shares with voting right, may submit a claim to a District Court against member of the Board of Commissioners which causes loss to the Company due to their fault or negligence.

Article 115

(1) In the event of the occurrence of bankruptcy which resulted from fault or negligence of the Board of Commissioners with respect to its supervisory duty in relation to the management conducted by the Board of Directors, and the assets of the Company is not sufficient to pay all Company’s obligations due to the bankruptcy, each member of the Board of Commissioners shall jointly and severally together with the Board of Directors for the payment of such obligation.

(2) The liability as referred to in paragraph (1) shall also apply for the members of the Board of Commissioners who has no longer served in his position for 5 (five) years prior to the order of bankruptcy is declared.

(3) Members of the Board of Commissioners shall not liable over the Company’s bankruptcy as referred to in paragraph (1) if it is proven that :

a. the loss is not resulted from its fault or negligence;

b. it has conducted the management over the Company with good faith and prudent principle for the interest of the Company in accordance with its purpose and objective; and

c. it has no, either directly or indirectly, personal interest to the Board of Directors’ management over the Company’s which causing the Company’s loss; and

d. it has provide advice to the Board of Directors in order to prevent the occurrence of such loss.

Article 116

The Board of Commissioners shall be obliged to :

a. prepare a minute meeting of the Board of Commissioners and keep the copy thereof;

b. report to the Company regarding its and/or its relative’s shares ownership in the Company and other Companies; and

c. submit a report to GMS regarding the supervisory duty which has been performed within the previous accounting year.

Article 117

(1) The granting of authority to the Board of Commissioners in order to provide approval or assistance to the Board of Directors in performing a specific legal action may be stipulated in the articles of association.

(2) In the event the articles of association stipulates the requirement for the grant of authority as referred to in paragraph (1)without the approval or assistance of the Board of Commissioners, the legal action shall remain valid and binding to the Company as long as the other parties who conduct such legal show good faith.

Article 118

(1) Based on the articles of association or the resolution of GMS, the Board of Commissioners may perform the management over the Company in a certain condition for a certain period.

(2) The Board of Commissioners which in a certain condition and for a certain period performs the management as referred to in paragraph (1), all provisions regarding right, authority, and obligation of the Board of Directors over the Company and the third party shall apply.

Article 119

The provision regarding the dismissal of a member of the Board of Directors as referred to in Article 105 shall apply mutatis mutandis for the dismissal of a member of the Board of Commissioners.

Article 120

(1) Articles of association of the Company may stipulate regarding 1 (one) person or more of independent commissioner, and 1 (one) person for representative commissioner.

(2) Independent commissioner as referred to in paragraph (1) shall be appointed based on the resolution of GMS from the party which has no affiliation with the main shareholders, Board of Directors and/or other member of Board of Commissioners.

(3) The Representative commissioner as referred to in paragraph (1) constitutes a member of Board of Commissioners which is appointed based on the resolution of the Board of Commissioners meeting.

(4) Duties and authorities of the representative commissioner shall be stipulated in the Company’s articles of association, provided that it shall not contravene with the duties and authorities of the Board of Commissioners, and it shall not reduce the management duties performed by the Board of Directors.

Article 121

(1) In performing its supervisory duties as referred to in Article 108, the Board of Commissioners may establish a committee, the members of which consisting of one or more of the Board of Commissioners.

(2) The committee as referred to in paragraph (1) shall be responsible to the Board of Commissioners.

CHAPTER VIII

MERGER, DISSOLVING, TAKING OVER, AND SEPARATION

Article 122

(1) Merger and Consolidation shall cause the merging or consolidating Company to legally dissolve.

(2) The dissolution of the Company as referred to in paragraph (1) may occur without any prior liquidation performed.

(3) In the event of the Company dissolution as referred to in paragraph (2),

a. assets and liabilities of the merging or consolidating Company shall be legally transferred to the surviving Company, and the Company resulting from the Consolidation;

b. the shareholders of the merging and consolidating Company shall, by law, be the shareholders of the Company receiving the Merger or the Company resulting from the Consolidating as well; and

c. the Merging or the Consolidating Company shall be legally dissolved as of the effective date of such Merger or Consolidation.

Article 123

(1) Both the Board of Directors of the merging Company and the surviving Company, shall prepare the Merger plan.

(2) The Merger plan as referred to in paragraph (1) shall at least consist of :

a. name and domicile of each Company;

b. the reasons and as explanations from the Board of Directors of the Company which will perform the Merger, and the Merger requirements;

c. procedures of evaluation and conversion of the shares of the merging Company to the surviving Company, if any;

d. plan of articles of association amendment of the surviving Company ,if any;

e. financial statement as referred to in Article 66 paragraph (2) letter a, which covering the last 3 (three) accounting year from each of the Consolidating Company;

f. further plan or termination of business activities of the Company which will perform the Merger;

g. pro forma Balance Sheet of the surviving Company in accordance with the prevailing accounting principle in Indonesia;

h. settlement procedures of the status, rights and obligations of the member of the Board of Directors, the Board of Commissioners, and employees of the merging Company;

i. settlement procedures of the rights and obligations of the Company that will perform the Merger with a third party.

j. settlement procedures of the rights of shareholders who are disagree with the Company’s Merger;

k. name of members of the Board of Directors and Board of Commissioners of the surviving Company as well as their salary, honorarium, and remuneration;

l. time estimation related to the performance of Merger ;

m. report on the condition, progress, and achievement from each Company that will perform the Merger;

n. main business activity of each Company which will perform the Merger, and any changes occur during the current accounting year; and

o. detail of issues arising during the current accounting year which are affecting the Company’s activity which will perform the Merger.

(3) Merger Plan as referred to in paragraph (2) after having obtained approval from the Board of Commissioners of each Company shall be submitted to respective GMS for approval.

(4) Other regulation than the provision of this law shall also apply for certain Company which will perform a Merger other provided that it shall be required to obtain prior approval from the relevant institution in accordance with prevailing regulation.

(5) The provision as referred to in paragraph (1) to paragraph (4) shall also apply to Open Companies, as long as the prevailing capital market regulation do not stipulate otherwise.

Article 124

The provision as referred to in Article 123 shall apply mutatis mutandis for the Consolidating Company.

Article 125

(1) The Acquisition shall be conducted by way of acquiring the shares issued or to be issued by the Company from the Board of Directors of the Company or directly from the shareholders.

(2) The Acquisition may be conducted by a legal entity or an individual.

(3) The Acquisition as referred to in paragraph (1) constitutes the Acquisition of shares that cause the change of control over the Company.

(4) In the event the Acquisition is conducted by a legal entity in the form of a Company, such Acquisition shall be based on the resolution of GMS that meet the quorum and the provision regarding the adoption of the resolution in such GMS as referred to in Article 89.

(5) In the event the Acquisition is conducted through the Board of Directors, the acquiring party shall submit to the target Company regarding its intention to perform the Acquisition.

(6) The Board of Directors of the target Company and the acquiring Company with subject to the approval from their respective Board of Commissioners, shall prepare Acquisition Plan which shall at least contain the following :

a. name and domicile of the acquiring Company and the target Company;

b. reasons and explanations from the Board of Directors of the acquiring Company that will perform the, and the Board of Directors of the target Company.

c. financial statement as referred to in Article 66 paragraph (2) letter a for the current accounting year of the acquiring Company and the target Company.

d. procedures of shares evaluation and conversion from the target Company over its replacing shares, if the payment of Acquisition is conducted with in the form of shares;

e. number of shares to be acquired;

f. preparedness of funding;

g. pro forma consolidation balance sheet of the target Company, provided that the proposed Acquisition is in accordance with the prevailing accounting principle in Indonesia.

h. settlement procedures on the shareholders rights which are disagree with the Acquisition;

i. settlement procedures, on the status, rights and obligations of the members of the Board of Directors, Board of Commissioners, and employees of the target Company;

j. time estimation related to the performance of Acquisition, including the period of the assignment of shares from the shareholders to the Company’s Board of Directors;

k. plan of amendment on the articles of association of the Company resulting from the Acquisition, if any.

(7) In the event the Acquisition of shares is conducted directly from the shareholders, the provision as referred to in paragraph (5) and paragraph (6) shall not applicable.

(8) The Acquisition as referred to in paragraph (7) shall be conducted in accordance with the provision of articles of association of the target Company regarding the transfer of right on shares, and the agreement that has been made between the Company and other party.

Article 126

(1) Merger, Consolidation, Acquisition, or Separation, shall in the observance to the interests of :

a. Company, minority shareholders, employees of the Company;

b. Creditors, other business partners of the Company; and

c. Community and fair competition in performing business.

(2) The shareholders who are disagree with the resolution of GMS regarding the Merger, Consolidation, Acquisition, or Separation as referred to in paragraph (1), shall only use their rights as referred to in Article 62.

(3) The exercise of rights as referred to in paragraph (2) shall not disrupt the process of Merger, Consolidation, Acquisition, and Separation.

Article 127

(1) The resolution of GMS regarding the Merger, Consolidation, Acquisition, and Separation shall be valid if it is adopted in accordance with the provision of Article 87 paragraph (1) and Article 89.

(2) The Board of Directors of the Company which will perform the Merger, Consolidation, Acquisition, and Separation, shall be obliged to announce the summary of such plan at least in 1 (one) Newspaper, and shall announce it in writing to the employees of the Company that will perform the Merger, Consolidation, Acquisition, and Separation within the latest period of 30 (thirty) days prior to the notice for GMS.

(3) The announcement as referred to in paragraph (2) shall also contain a notification that the relevant party may obtain the plan of Merger, Consolidation, Acquisition, and Separation in the Company’s office, as of the announcement date to the date of the GMS.

(4) Creditors may submit an objection to the Company within the latest period of 14 (fourteen) days as of the announcement as referred to in paragraph (2) regarding the Merger, Consolidation, Acquisition, and Separation in accordance with such scheme.

(5) If within the period as referred to in paragraph (4), the creditors show no objection, the creditors shall be deemed to agree with the Merger, Consolidation, Acquisition, and Separation.

(6) In the case the Board of Directors fail to settle the creditors’ objection as referred to in paragraph (4) until the date of GMS, such objection shall be declared in the GMS in order to seek for settlement.

(7) To the extent that the settlement as referred to in paragraph (6) has not been obtained, the Merger, Consolidation, Acquisition, and Separation can not be performed.

(8) The provision as referred to in paragraph (2), paragraph (4), paragraph (5), paragraph (6), and paragraph (7), shall apply mutatis mutandis for the announcement in connection to the Acquisition which is exercised directly from the shareholders of the Company as referred to in Article 125.

Article 128

(1) The plan of Merger, Consolidation, Acquisition, and Separation which has been approved by the GMS shall be set forth into the deed of Merger, Consolidation, Acquisition, and Separation which is drawn up before the notary in Indonesian language .

(2) Deed of Acquisition which is executed directly from the shareholders shall be obliged to be stated into a notarial deed with in Indonesian language.

(3) Deed of Consolidation as referred to in paragraph (1) shall be the basis for the drawing up of deed of establishment of the Company which is resulting from the Consolidation.

Article 129

(1) The copy of the deed of Merger of the Company shall be attached to the :

a. application to obtain approval from the Minister as referred to in Article 21 paragraph (1); or

b. notification to the Minister regarding the amendment of articles of association as referred to in Article 21 paragraph (3).

(2) In the event the Merger is not followed with the amendment of articles of association, the copy of deed of Merger shall be submitted to the Minister to be registered in the Company Registry.

Article 130

The copy of deed of Merger shall be enclosed with the application for obtaining the Ministerial Decree regarding the ratification of the Company’s status as legal entity which is resulting from the Consolidation as referred to in Article 7 paragraph (4).

Article 131

(1) The copy of the Acquisition deed shall be attached with the notification to the Minister regarding the amendment of articles of association as referred to in Article 21 paragraph (3).

(2) In the event the Acquisition is exercised directly from the shareholders, the copy of deed of transfer regarding the rights of share shall be attached with the notification to the Minister regarding the amendment of shareholders composition.

Article 132

The provision as referred to in Article 29 and Article 30 shall also applied for the Merger, Consolidation, Acquisition, or Separation.

Article 133

(1) The Board of Directors of the surviving Company, Board of Directors of the consolidating Company, shall announce the result of such Consolidation or Merger in 1 (one) Newspaper or more, within the latest period of 30 (thirty) days as of the effective date of the Merger or Consolidation.

(2) The provision as referred to in paragraph (1) shall also apply to the Board of Directors of the Company which shares are acquired.

Article 134

Implementing provision regarding the Merger, Consolidation or Acquisition of the Company shall be further regulated with a Government Regulation.

Article 135

(1) The separation can be conducted by ways of :

a. Pure Separation; or

b. Non-pure Separation.

(2) Pure Separation as referred to in paragraph (1) letter a shall cause all of the Company’s assets and liabilities to be legally transferred to 2 (two) other Companies or more which receiving such transfer, and the Company that performs the Separation shall be, by law, dissolved.

(3) Non-pure Separation as referred to in paragraph (1) letter b shall cause the part of the Company’s assets and liabilities to be legally transferred to 1 (one) Company or more which receiving the transfer, and the Company performing the Separation shall remain exist.

Article 136

Implementing provision regarding the Separation of the Company shall be further regulated with a Government Regulation.

Article 137

In the event the capital market regulations do not stipulate otherwise, the provision as referred to in Chapter VIII shall also applicable for Open Companies.

CHAPTER IX

INSPECTION ON COMPANY

Article 138

(1) Inspection over the Company may be performed with the purpose to obtain data or explanation in the event that there are suspicion concerning the following t :

a. the Company has committed an illegal action which may cause adverse effect to the shareholders or the third party; or

b. the members of the Board of Directors or the Board of Commissioners has committed an illegal action that may cause adverse effect to the Company or shareholders or the third parties.

(2) Inspection as referred to in paragraph (1) shall be performed by submitting an application in writing together with the reasons to the District Court which jurisdiction covering the domicile of the Company.

(3) The application as referred to in paragraph (2) shall be submitted by :

a. 1 (one) shareholder or more which representing at least 1/10 (one-tenth) of the total number of shares with voting rights;

b. Other parties which based on the regulation, articles of association of the Company or an agreement with the Company have been given authority to submit the application for inspection; or

c. Prosecutor’s office for public interest.

(4) The application as referred to in paragraph (3) letter a shall be submitted after having requested the Company to provide the data or information in the GMS, and the Company does not provide such data and information.

(5) The application to obtain data and information of the Company or application for inspection to obtain data and information shall be on the basis of a reasonable reason and with good faith.

(6) The provision as referred to in paragraph (2), paragraph (3) letter a, and paragraph (4), shall not preclude the possibility of the capital market regulation to stipulate otherwise.

Article 139

(1) The head of the District Court may refuse or accept the application as referred to in Article 138.

(2) The head of the District Court as referred to in paragraph (1) shall refuse such application if it is not based on a reasonable reason and/or not performed in good faith.

(3) In the event such application is accepted, the head of the District Court shall issue the order regarding the inspection and shall appoint the maximum number of 3 (three) experts to to conduct the inspection for the purpose of obtaining the necessary data or information.

(4) Each member of Board of Directors, member of Board of Commissioners, employee of the Company, consultant, and public accountant who have been appointed by the Company shall not be appointed as an expert as referred to paragraph (3).

(5) The expert as referred to in paragraph (3) is entitled to inspect all documents and assets of the Company which are deemed necessary by such.

(6) Each member of the Board of Directors, member of Board of Commissioners, all employees of the Company shall be obliged to provide all information required for the inspection.

(7) Expert as referred to in paragraph (3) shall keep the secrecy of the inspection result.

Article 140

(1) The report of inspection result shall be submitted by the expert as referred to in Article 139 to the head of the District Court within the period as stated in the court order which is not later than 90 (ninety) days as of the appointment date of such expert.

(2) The head of District Court shall provide the copy of inspection result report to the applicant and the relevant Company within the latest period of 14 (fourteen) days as of the receipt date of such report

Article 141

(1) In the event the application to perform the inspection is granted, the head of district court shall determine the maximum cost in relation to the inspection.

(2) Inspection cost as referred to in paragraph (1) shall be paid by the Company.

(3) The head of the District Court on the application of the Company can encumber the compensation for all or part of the inspection cost as referred to in paragraph (2) to the applicant, members of the Board of Directors, and/or members of Board of Commissioners.

CHAPTER X

DISSOLUTION, LIQUIDATION, AND THE TERMINATION OF COMPANY’S STATUS AS LEGAL ENTITY

Article 142

(1) Liquidation of the Company occurs :

a. Based on the resolution of GMS;

b. Due to the termination of the Company’s duration as stipulated in the articles of association.

c. based on the court order;

d. Due to the revoked bankruptcy statement based on binding order of the commercial court, and the bankrupt assets of the Company is not sufficient to pay the bankruptcy cost;

e. Due to the condition that the bankrupt assets of the Company has been declared in the condition of insolvency as regulated in the Law regarding Bankruptcy and the Suspension of Debt Payment; or

f. Due to the revocation of the Company’s business permit, so that the Company is obliged to conduct liquidation in accordance with prevailing regulation.

(2) In the event the Company’s dissolution as referred to in paragraph (1) occurs :

a. such dissolution shall be followed with a liquidation conducted by a liquidator or curator; and

b. the Company is incapable to conduct any legal action, except it is required to settle all of the Company’s business for the the purpose of liquidation.

(3) In the event the dissolution occurs based on the resolution of GMS, the duration as set forth in the articles of association shall end, or by the revocation of the bankruptcy based on the order of the commercial court and the GMS does not appoint any liquidator, the Board of Directors shall act as the liquidator.

(4) In the event the Company’s dissolution occurs upon the revocation of bankruptcy as referred to in paragraph (1) letter d, the commercial court shall, at the same time, decide the curator’s termination with due observance to the provision as stated in the Law regarding Bankruptcy and Suspension of Debt Payment Obligation.

(5) In the event the provision as referred to in paragraph (2) letter d is violated, the members of the Board of Directors, the members of Board of Commissioners, and the Company shall jointly or severally liable.

(6) The provision regarding the appointment, suspension, dismissal, authority, obligation, responsibility, and supervision over the member of the Board of Directors shall apply mutatis mutandis to liquidator.

Article 143

(1) The Company’s dissolution shall not cause the Company to lose its status as legal entity until the completion of liquidation and the report of the liquidator is accepted by the GMS or by the court.

(2) As of the dissolution, the title “in liquidation” shall be attached on each outgoing letter of the Company.

Article 144

(1) Boar of Directors, Board of Commissioners or 1 (one) or more shareholder representing at least 1/10 (one-tenth) from the total number of shares with voting right, may submit a proposal regarding the Company’s dissolution to the GMS.

(2) GMS resolution regarding the Company’s dissolution, shall be valid if it is taken in accordance with the provision as referred to in Article 87 paragraph (1) and Article 89.

(3) The Company’s dissolution shall be effective as of the date of GMS resolution stipulating such matter.

Article 145

(1) The Company’s dissolution shall legally occurs if the Company’s duration as stipulated in the articles of association has elapsed.

(2) Within the latest period of 30 (thirty) days after the Company’s duration has elapsed, GMS shall determine the appointment of liquidator.

(3) The Board of Directors shall not perform any new legal action on behalf of the Company after the Company’s duration as stated in the articles of association has elapsed.

Article 146

(1) The District Court can dissolve the Company upon the request from :

a. Prosecutor’s office, based on the reason that the Company has violated the public interest or the Company has committed an action that which violating the regulation;

b. relevant party, based on the reason that the deed of establishment is found to be defect;

c. r the shareholders, Board of Directors, or the Board of Commissioners, based on the reason that it is no longer possible to run the Company.

(2) In the court order, an appointment of liquidator shall also be stated.

Article 147

(1) Within the latest period of 30 (thirty) days as of the Company’s dissolution, liquidator shall be obliged to notify :

a. all creditors regarding the Company’s dissolution, by way of announcing the Company’s dissolution in a Newspaper and in the State Gazette of the Republic of Indonesia; and

b. the Company’s dissolution to the Minister to be registered in the Company Registry that the Company is in liquidation.

(2) Notification to liquidator in a Newspaper and in the State Gazette of the Republic of Indonesia as referred to in paragraph (1) letter a shall consist :

a. the Company’s dissolution and its legal nbasis;

b. name and address of the liquidator;

c. procedures to submit the claim; and

d. period for submitting the claim.

(3) Term for submitting a claim for payment as referred to in paragraph (2) letter d shall be 60 (sixty) days as of the announcement date as referred to in paragraph (1).

(4) Notification to the Minister as referred to in paragraph (1) letter b shall be enclosed with the evidences of :

a. legal basis of the Company’s dissolution; and

b. notification to creditor in a Newspaper as referred to in paragraph (1) letter a.

Article 148

(1) In the event the notification to creditor and the Minister as referred to in Article 147 has not been implemented, the Company’s dissolution shall no longer be valid for the third party.

(2) In the event of the negligence of the liquidator to perform the notification as referred to in paragraph (1), the liquidator shall jointly and severally with the Company liable over the loss suffered by the third party.

Article 149

(1) Liquidator’s obligation in performing settlement of the Company’s assets during the process of liquidation shall cover the implementation of :

a. registration and collecting of the Company’s assets and liabilities;

b. announcement in a Newspaper and in the State Gazette of the Republic of Indonesia regarding the plan of assets distribution concerning the liquidation result;

c. payment to creditors;

d. payment of the remaining assets to all shareholders; and

e. other measures that are necessary for the purpose of implementing the assets settlement.

(2) In the event the liquidator estimates that the Company’s liabilities is bigger than the Company’s assets, the liquidator shall be obliged to submit a request regarding the Company’s bankruptcy, except otherwise stated by the regulation, and all creditors whose identities and addressed are known, shall agree the settlement to be performed outside the court.

(3) Creditors can submit an objection over the plan to distribute the Company’s assets resulting from the liquidation within the latest period of 60 (sixty) days as of the announcement date as referred to in paragraph (1) letter b.

(4) In the event the submission of objection as referred to in paragraph (3) is rejected by liquidator, creditors may submit a claim to the District Court within the latest period of 60 (sixty) days as of the rejection date.

Article 150

(1) Creditors submitting a claim of payment in accordance with the period as referred to in Article 147 paragraph (3) and have been rejected by the liquidators, may submit an claim to the District Court within the latest period of 60 (sixty) days as of the rejection date.

(2) Creditors which have not submitted a claim of payment may submit such matter through the District Court within the period of 2 (two) years as of the Company’s dissolution is announced as referred to in Article 147 paragraph (1).

(3) A claim submitted by creditors as referred to in paragraph (2) may be performed in the event that there are remaining assets as a result from liquidation which allocated for the shareholders.

(4) In the event the remaining assets resulting from the liquidation has been divided to the shareholders, and there is a receivable to creditor as referred to paragraph (2), the District Court shall instruct the liquidator to recollect the remaining assets which has been divided to the shareholders.

(5) The shareholders shall be obliged to return the remaining assets resulting from liquidation as referred to in paragraph (4) in proportional with the amount received over the amount of receivable.

Article 151

(1) In the event the liquidator is unable to perform its obligation as referred to in Article 149, based on the request of the relevant party or based on the request of the Prosecutor’s office, the head of the District Court may appoint new liquidators and dismiss the current liquidators.

(2) The termination of liquidator as referred to in paragraph (1), shall be implemented after the relevant is summoned for his information to hear.

Article 152

(1) Liquidator shall be responsible to the GMS or the District Court appointing him over the liquidation of the Company.

(2) Curator shall be responsible to the supervisory judge over the Company’s liquidation.

(3) Liquidator shall be obliged to notify the Minister and announce the final result of the liquidation process in a Newspaper after the GMS gives full acquittal and discharges the liquidator, or after the court has received the appointed liquidator’s report.

(4) The provision as referred to in paragraph (3) shall also apply for curator whose report has been received by the supervisory judge.

(5) The Minister shall register the end of the Company’s status as legal entity and omit the Company’s name from the Company Registry, after the provision as referred to in paragraph (3) and paragraph (4) have been fulfilled.

(6) The provision as referred to in paragraph (5) shall also apply for the termination of the Company’s status as legal entity due to Merger, Consolidation, or Separation.

(7) The notification and announcement as referred to in paragraph (3) and paragraph (4) shall be performed within the latest period of 30 (thirty) days as of the date of the liquidator’s or curator’s report, is received by the GMS, the court or by the supervisory judge.

(8) The Minister shall announce the termination of the Company’s status as legal entity in the State Gazette of the Republic of Indonesia.

CHAPTER XI

COST

Article 153

Provision regarding the cost for :

a. obtaining approval to use the Company’s name;

b. obtaining the ratification of the Company’s status as legal entity;

c. obtaining the approval on the amendment of articles of association;

d. obtaining information on the data of the Company stated in the Company registry;

e. the announcement which is obliged pursuant to this Law, the State Gazette of the Republic of Indonesia, and in the Supplement to State Gazette of the Republic of Indonesia; and

f. obtaining the copy of the Ministerial Decree regarding ratification of the Company’s status as legal entity, or approval for the amendment of the Company’s articles of association

shall be regulated with Government Regulation.

CHAPTER XII

MISCELLANEOUS

Article 154

(1) The provision of this Law shall also apply for the Open Company to the extent that the prevailing capital market regulation do not stipulate otherwise.

(2) The capital market regulation which is excluding the provision of this Law, shall not contravene with the legal principle of Company as stipulated herein.

Article 155

The provision regarding the responsibility of the Board of Directors and/or the Board of Commissioners over the mistakes and negligence that are regulated in this Law herein shall not reducing the provision as regulated in the Law regarding Criminal Law.

Article 156

(1) In order to implement and develop this Law herein, an expert team on Corporation Law is established.

(2) The team membership as referred to in paragraph (1) shall consist of the following elements :

a. government;

b. expert/alumni;

c. profession; and

d. business world.

(3) The expert team shall have the authority to examine the establishment deed and the amendment of articles of association obtained on the self initiative from the team or on the requisition from the relevant party, as well as to provide opinion for the result of such examination to the Minister.

(4) Further provision regarding the authority, organization structure and the methodology of the expert team shall be regulated by the Ministerial Regulation.

CHAPTER XIII

OTHER PROVISIONS

Article 157

(1) articles of association of the Company that has obtained its legal entity status and the amendment of articles of association that has been approved or reported to the Minister and registered in the Company Registry before the application of this Law herein, will remain applicable if it is not in contrary with this Law herein.

(2) articles of association of the Company that has obtained its legal entity status, or which amendment of articles of association has not been approved or reported to the Minister upon the effective of this Law, shall be obligatory be adjusted with this Law herein.

(3) The Company that has obtained its legal entity status based on the legislation, shall be obliged to adjust its articles of association based on the provision of this Law herein within the period of 1 (one) year as of the effective date of this Law herein.

(4) The Company that fails to adjust its articles of association within the period as referred to in paragraph (3), can be liquidated based on the decision of the District Court upon the requisition from the Attorney’s General office or the relevant party.

Article 158

Upon the effective date of this Law, the Company that fails to comply with the requirements as referred to in Article 36 within the period of 1 (one) year, shall be adjusted with the provision of this Law .

CHAPTER XIV

CLOSING PROVISIONS

Article 159

The implementing regulations of Law Number 1 of 1995 regarding Limited Liability Company shall remain effective, so long as not in contrary with or has not been replaced with the new implementing regulations based on this Law.

Article 160

Upon the effective date of this Law, the Law Number 1 of 1995 regarding Limited Liability Company (the State Gazette of the Republic of Indonesia of 1995 Number 13, Supplement to State Gazette of the Republic of Indonesia Number 3587), is revoked and shall no longer be in effect.

Article 161

This Law shall apply as of its enactment.

In order to make everyone aware of it, it is hereby ordered that this Law be placed in the State Gazette of the Republic of Indonesia.

Legalized in Jakarta

On August 16, 2007

PRESIDENT OF THE REPUBLIC OF INDONESIA

signed

SUSILO BAMBANG YUDHOYONO

Enacted in Jakarta

On August 16, 2007

THE MINISTER OF LAW AND HUMAN RIGHTS

OF THE REPUBLIC OF INDONESIA

Signed

ANDI MATTALLATA

STATE GAZETTE OF THE REPUBLIC OF INDONESIA OF 2007 NUMBER 106

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8 thoughts on “Undang-Undang Perseroan Terbatas / Limited Liability Company Nomor 40 Tahun 2007 [english version] III (article 101-161)

  1. cya says:

    hih.. opo ikuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu

  2. triyani says:

    halo, salam kenal. saya download/copi file UU in Englishnya yah pak.
    oh ya ini sumbernya dari mana ya? biar saya tuliskan dalam file yg saya copi.
    Thanks

  3. Fiona says:

    aaa, terima kasih banyak atas postingannya… :D. I’ve been looking for this… thankx so much… ijin mengkopi untuk referensi ya… thanks100x!

  4. [...] No 40 Tahun 2007 (English Version) Melanjutkan posting ini, saya copi paste unofficial translation dari UU No 40 Tahun 2007 Tentang Perseroan Terbatas (Limited Liability Company Law) dan upload di [...]

  5. Salam
    uu pt 40 2007 ver inggris ini saya copy dan akan saya forwardkan di millis group saya boleh ya
    Trims
    herman

  6. hesty says:

    mas, thank you ya artikelnnya..so helpful

  7. [...] 2007 tentang Perseroan Terbatas merupakan salah satu file yang paling banyak dicari. Sebelumnya, saya ketemu blognya Mas Ipunk yang memuat file English version dari UU No 40 tahun 2007, yang juga saya copi paste di blog ini. Sayangnya file disana belum lengkap dengan [...]

  8. [...] Undang-Undang Perseroan Terbatas / Limited Liability Company Nomor 40 Tahun 2007 [english version] I… October 2007 7 comments 3 [...]

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