Court Decree No.: 335/Pdt.G/2024/PN.Jkt.Sel
This case highlights the risks of making corporate decisions outside the General Meeting of Shareholders (GMS) without full shareholder approval. Acting on behalf of an aggrieved shareholder, we successfully challenged the decision in court.
The shareholders’ decision was annulled, and the shareholder rights were fully restored.
Under the Limited Liability Company Law (UU PT) and the Articles of Association (AOA), decisions outside the General Meeting of Shareholders (GMS) require unanimous approval. In this case, only 2 of 3 shareholders agreed, but the company proceeded by using the wrong documents to make the shareholder’s decision deed, harming the dissenting shareholder.
The company is now in bankruptcy, and a receiver has been appointed to represent the interests of the creditors. The appointed receiver intervened in the ongoing proceeding.
Can a shareholder’s decisions made with the wrong documents be challenged during a bankruptcy process?
How does the involvement of a receiver affect shareholder rights and legal proceedings?
Violation of Shareholder Rights
The shareholder’s decision made using the wrong documents, breaching the Limited Liability Company Law (Undang-undang Perseroan Terbatas/UU PT) and the Articles of Association (AOA).
Receiver's Role
The receiver, representing creditors' interests, complicated the proceedings by intervening during the case.
Impact on the Shareholders
Submission of the wrong documents harmed the dissenting shareholder, further escalating the dispute.
The court annulled the decision due to non-compliance with legal requirements, despite the company’s bankruptcy status and the receiver’s intervention. This upheld the rights of the dissenting shareholder, emphasizing that bankruptcy does not absolve a company from adhering to shareholder rights and legal procedures.
Adherence to Legal Standards
Ensure all corporate decisions, including those outside the GMS, comply with the UU PT and AOA to avoid disputes.
Stakeholder Communication
Maintain transparent communication with all shareholders and creditors to prevent misunderstandings and conflicts.
Collaboration with Receivers
Work closely with the appointed receiver to balance shareholder and creditor interests during bankruptcy.
For businesses, involving all shareholders in critical decisions ensures transparency and stability. Adhering to legal frameworks safeguards operations, reduces risks, and builds stakeholder trust.
With our experience, we may become a valuable partner to assist you in your situation. If you encounter a similar case, feel free to contact us for consultation at putranto@putranto-alliance.com or by filling out the form below.
Share to your network
A response to the inquiry will be sent to your email within 2 working days.
putranto@putranto-alliance.com
Jl. Denpasar Raya Blok C4/24
Kompleks Menteri, Kuningan
Jakarta Selatan, 12950, Indonesia
Click the icons for our social media
We use cookies to ensure you get the best experience on our website.
