Downloads: 133 | Views: 190

Research Paper | Law | Indonesia | Volume 7 Issue 8, August 2018

Notary Responsibilities to the Status of Deed Changing on Board of Directors Structure to in Advised Limited Companies

Nursheila Muis | Winner Sitorus | Hasbir

Abstract: This study aims to determine the responsibility of the Notary and to find out the legal consequences of the change deed of the Limited Liability Company related to the composition of the Company's Board of Directors which wasn?t notified through the online legal entity administration system. The results of this study indicate that (1) the Notary can be held accountable and can be sued because of the unregistered changes in the Articles of Association of the Company in the administrative system of legal entities. The entire process of amending the articles of association starting from the making of the deed until the registration process in the legal entity administration system is carried out by a Notary, so that the Notary is fully responsible for not listing the deed of amendment of the Articles of Association of the Limited Liability Company to the legal entity administration system. The Notary must be accountable civilly in the form of reimbursement of costs or compensation. (2) The legal consequences of the deed of amendment of a Limited Liability Company related to the composition of the Company's Directors which aren?t notified through the online legal entity administration system are a) causing stagnation in the development and growth of the Company marked by the amendment of the Company's articles of association and data of the Company, b) no notification by The Board of Directors doesn?t result in the Board of Directors being not authorized to take care of the Company, but the new Board of Directors can?t change the articles of association and data of the Company during the period of management, c) will cause the rights of shareholders to file a lawsuit against the old directors and new directors, d) will not raises the basis of the rights of the stakeholders to fight for their interests, and e) will create a basis for the rights of the third party (creditor) to sue the Company.

Keywords: Changes in the Structure of the Board of Directors, Legal Entity Administration System, Limited Liability Company, Notary Responsibilities

Edition: Volume 7 Issue 8, August 2018,

Pages: 1054 - 1060