Pembubaran Perseroan Terbatas Tanpa Melalui Rapat Umum

Abstract

A limited liability company may only be dissolved at the GMS (General Meeting of Shareholders). In the event that the GMS does not receive authorization, the limited liability company's dissolution will be considered illegal. What are the legal ramifications of dissolving a Limited Liability Company (LLC) without calling a GMS (General Meeting of Shareholders) and what is the foundation for the judge's deliberation in resolving case number 52/Pdt.G/2023/PN.Jbg is the problem statement in this thesis. Article 142 of Law Number 40 of 2007 about Limited Liability Companies and Article 1365 of the Civil Code concerning Unlawful Actions contain regulations pertaining to the dissolution of a limited liability corporation that do not need a general meeting of shareholders. The legal consequences of dissolving a Limited Liability Company without a GMS (General Meeting of Shareholders) are an act against the law because the dissolution must be carried out through a decision of the GMS (General Meeting of Shareholders), rendering the actions of the directors who carry out the unilateral dissolution of PT Anyar Motor without a GMS (General Meeting of Shareholders) invalid. Based on the discussion, it was concluded that the legal consideration of the panel of judges in the Jombang District Court Decision Number 52/Pdt.G/2023/PN.Jbg was that the Defendant's action in dissolving PT Anyar Motor without going through a GMS was an unlawful act which resulted in losses to the Plaintiff.

Keywords

• judge’s consideration
• dissolution
• general meeting of shareholders (gms).