ADDITIONAL
STATE SHEET RI
| No. 4756 | (Explanation Of 2007 State Sheet Number 106) |
EXPLANATION
Above
CONSTITUTION OF THE REPUBLIC OF INDONESIA
NUMBER 40 2007
ABOUT
LIMITED LIABILITY
I. UMUM
.,, a national economic development organized based on economic democracy with concurrent principles, fairness of justice, sustainable, environmental insight, self-reliance, and maintaining balance of progress and economic unity. National aims to realize the welfare of society.
.,, the increased development of national societies needs to be supported by a governing law on limited liability that can guarantee the climate of the world of businesses conducive to a conducive. During this time, limited liability has been governed by Law No. 1 of 1995 on Limited Perseroan, which replaced the laws dating back to the colonial period.
.,, however, in its development the provisions in the Act are seen as no longer meeting the development of laws and the needs of the community due to the economic state as well as the advancement of science, technology, and information already evolving so Especially in the era of globalization. In addition, the increasing demands of society will be rapid service, legal certainty, and demands for the development of the business world in accordance with the principle of good corporate governance. demands a refinement. Bill Number 1 of 1995 on Limited Perseroan.
.,, in this Act has been accommodated various provisions regarding the Perseroan, whether the addition of new provisions, refinement improvements, nor maintaining the old provisions assessed are still relevant. To further clarify the nature of the Perseroan, in this Act, it is asserted that the Company is a legal entity that is a capital alliance, established under the agreement, conducting business activities with a wholly divided capital. in stock, and meet the requirements specified in this Act as well as its implementation regulations.
In order to meet the demands of the public to obtain a fast service, this Act governs the way:
1. The application of the application and granting of legal entity status;
2. The application of the application and the granting of the base budget change approval;
., 3. The delivery of notice and receipt of notice of the basic budget changes and/or notices and receipt of other data changes notice, conducted through the legal services of the legal entity administration system. Electronics in addition are allowed to use manual systems under certain circumstances.
.,, in the course of the application of the legal entity Perseroan, it is asserted that the request is the co-founder's authority that can be carried out on its own or made available to a notary.
.,, the establishment of the established Perseroan and the deed of the basic budget change that has been approved and/or notified to the Minister is noted in the list of Perseroan and announced in Additional News of the Republic of Indonesia performed by Minister. In the event of legal entity status, consent and/or acceptance of notice of the base budget change, and other data changes, this Act is not associated with the Law on the Mandatory Service of the Company.
., to further clarify and emphinate the provisions concerning the Perseroan Organ, in this Act made changes to the provisions concerning the hosting of the Shareholders General Meeting (RUPS) by levering the development of technology. As such, the hosting of RUPS can be done through electronic media such as teleconference, video conference, or other electronic media means.
.,, the Act also makes clear and resolute the task and responsibility of the Board of Directors and the Board of Commissioners. The Act governs regarding the independent commissioner and the commissioner of envoys.
., in accordance with the development of business activities based on the principle of sharia, the Act requires that a company that exercises business activities based on the principle of sharia in addition to having a Council of Commissioners also has a Sharia Board of Regents. The task of the Supervising Board of Sharia is to provide advice and advice to the Board and oversee the activities of the company in order to comply with the principle of sharia.
.,, in this Act the provisions regarding the Perseroan capital structure remain the same, which is composed of basic capital, capital placed, and capital dictors. However, the base capital of Perseroan is converted to at least Rp50,000.000.00 (fifty million rupiah), while the repayment obligations of the placed capital must be full. Regarding the repurchase of the shares issued by Perseroan in principle it could still be done on the terms of the deadline of the company controlling the shares that have been bought back at most 3 (three) years. In particular about the use of the profits, the Act asserts that Perseroan can split the profits and set aside mandatory reserves if the Company has a positive profit balance.
.,, in this Act is set about the Social and Environmental Responsibility which aims to realize sustainable economic development to improve the quality of life and the environment beneficial to the Perseroan itself, the community local, and society in general. This provision is intended to support the use of a compatible, balanced, and consistent relationship with the environment, values, norms, and culture of the local community, then it is determined that the company whose business activities are in the field and/or With respect to natural resources, it is required to carry out the Social and Environmental Responsibility. In order to carry out the obligations of the Perseroan, the activities of the Social and Environmental Responsibility must be taken into account and taken into account as the cost of the Perseroan exercised with regard to its faults and ruthness.
.,, the activity was contained in the annual report of the Perseroan. In the event the company does not perform the Social and Environmental Responsibility then the Perseroan is subject to sanctions in accordance with the provisions of the laws.
.,, the Act resolute provisions regarding dissolution, liquidation, and termination of the status of the legal entity Perseroan with regard to the provisions in the Act on Pailitan and the Delay of Utang Payment Obligences.
.,, in order for the implementation and development of the Act was formed a team of expert legal monitoring experts whose task was to provide the Minister with respect to the Company. In order to ensure the credibility of the team's team, the team's membership consists of a wide range of elements from the government, experts/academics, the profession, and the business world.
., with a comprehensive arrangement that covers various aspects of Perseroan, the Act is expected to meet the needs of the laws of society as well as more legal certainty, especially to the business world.
II. SECTION BY SECTION
Section 1
.,, pretty clear.
Section 2
.,, pretty clear.
Section 3
.,, Verse (1)
.,, the provisions in this verse express the trademark that the shareholders are only responsible for the entire stock that it owns and does not include his personal property.
Verse (2)
.,, in certain things it is not covered in the possibility of such a limited liability if it is shown to occur the things mentioned in this paragraph.
The responsibility of the shareholders, as large as the rest of the stock, is likely to be removed if proven, including the mixing of the private property of shareholders and the wealth of Perseroan so that the company was established. solely as the tool that the shareholders use to fulfill their personal goals as referred to in the letter b and the letter d
Section 4
, as such, this Act, the base budget of the Company, and the provisions of other laws, does not reduce the obligation of any Perseroan to obey the principles of good faith, the principle of eradication, the principle of disobedience, and the governance principles of the Perseroan the good (good corporate governance) in the run of the Perseroan.
In the event of "other laws" are all laws relating to the existence and path of the company, including the regulation of the laws of banking, regulations, and regulations. perinsurance, the financial institution ' s regulation.
In the event of a conflict between the base budget and the Act, the Act is in effect.
Section 5
.,, the seat of the Perseroan position at once was the headquarters of the company.
The company is required to have an address in accordance with the position of the position which should be mentioned, among others in the correspondence and through the address Perseroan can be contacted.
Section 6
.,, if the Perseroan is established for a limited period of time, the length of the term must be explicitly mentioned, for example for the time of 10 (ten) years, 20 (twenty) years, 35 (thirty-five) years, and so on.
Likewise, if the Perseroan was established for an unlimited period of time, it must be explicitly mentioned in the base budget.
Article 7
.,, Verse (1)
.,, referred to as "people" are individual persons, both Indonesian and foreign nationals or Indonesian or foreign legal entities.
The provisions of this paragraph affirm the principle that applies under this Act that it is essentially a legal entity, the Perseroan established under the agreement, since it has more than 1 (one) of the shareholders.
Verse (2)
., clear enough.
Verse (3)
., in the event of the dissolution of the entire activa and paciva Perseroan that melted themselves into the capital Perseroan proceeds of the dissolution and the founder did not take stock parts so the founder of the Perseroan proceeds of the smelting was Perseroan that was sowing And the name of the shareholder of the Perseroan proceeds from the smelting company is the name of the stockholder of the immersicity of the company.
Verse (4)
., clear enough.
Verse (5)
., clear enough.
Verse (6)
.,, the Perseroan bond and loss that the holder of a shareholder's personal responsibility is the bond and loss that occurred after the passing of 6 (six) of the month.
Referred to as "interested parties" is the prosecutor's attorney, shareholders, directors, the Board of Commissioners, employees of Perseroan, creditors, and/or other stakeholders (stake) others.
Verse (7)
., due to the specific status and characteristics, the founding number requirement for the Perseroan as referred to in this paragraph is set in its own laws.
Letter a
.,, referred to as "persero" is a state-owned enterprise-owned entity whose capital is divided in stocks that are set up in the Act on the State-owned Enterprises Agency.
Letter b
.,, pretty clear
Article 8
.,, Verse (1)
., clear enough.
Verse (2)
.,, the letter a
.,, in establishing the Perseroan needed clarity on the founding citizenship. It is basically an Indonesian legal entity formed by Indonesian citizens or Indonesian legal entities. However, to foreign nationals or foreign legal entities given the opportunity to establish an Indonesian legal entity in the form of a Perseroan entity in the laws governing the business of the Company, or the establishment of a Perseroan entity. it is governed by its own legislation.
In the case of the founder is the foreign legal body, the number and date of the founding of the founding law body is a document that is similar to that, among other certificate of respect ation.
In terms of the founder is the legal entity of the state or region, required Government Regulation on the inclusion in the Perseroan or Regional Regulation on the inclusion of the area in the Perseroan.
Letter b
.,, pretty clear
Letter c
.,, which is meant by "taking stock part" is the number of shares taken by the shareholders at the time of the founding of the Perseroan.
If there is a deposit that exceeds the nominal value, resulting in the difference between the actual value being paid by the nominal value, the difference is recorded in the financial report as agio.
Verse (3)
.,, pretty clear
Article 9
.,, Verse (1)
., referred to as "information technology services administrative system information" is the type of service that is given to the public in the process of legalizing the legal entity Perseroan.
Verse (2)
., clear enough.
Verse (3)
., clear enough.
Verse (4)
.,, pretty clear
Article 10
.,, Verse (1)
., clear enough.
Verse (2)
., clear enough.
Verse (3)
.,, referred to as "direct" in this provision is at the same time as the moment of submission is accepted.
Verse (4)
., clear enough.
Verse (5)
., clear enough.
Verse (6)
., referred to as "electronic signatures" are signatures attached or included in electronic data by authorized officials who prove the authenticity of the data that is electronic images of the official signature. Those authorities are being made through computer media.
Verse (7)
., look at the explanation of the verse (3).
Verse (8)
.,, the request as referred to in this paragraph is not subject to an additional fee.
Verse (9)
., clear enough.
Verse (10)
.,, pretty clear
Article 11
.,, pretty clear.
Article 12
.,, Verse (1)
., under this provision the "deeds of the law" referred to, among other things the legal deeds committed by the founding candidate with the other party to be reckoned with the ownership and deposit of the founding candidate shares in the company.
Verse (2)
., referred to as "glued" is the unification of the document performed by toting or toting the document as a single unit with the deed of establishment.
Verse (3)
., clear enough.
Verse (4)
.,, pretty clear
Article 13
.,, Verse (1)
.,, these Terms of Use govern the means to transfer to the Perseroan rights and/or obligations arising from the conduct of a founding candidate made before the Company is established through a firm acceptance or takeover. The rights and obligations arising out of the act of law are intended.
Verse (2)
., clear enough.
Verse (3)
., clear enough.
Verse (4)
., clear enough.
Verse (5)
.,, pretty clear
Section 14
.,, Verse (1)
., referred to as "the act of law on behalf of the Perseroan" is the act of law, whether or not to mention Perseroan as a party in the act of law or to mention the Company as an interested party in the act of law.
This provision is intended to affirm that the members of the Board of Directors are unable to perform legal action on behalf of the Company which has not obtained legal entity status, without the consent of all the founders, other members of the Directors and members of the Board of Commissioners.
Verse (2)
., referred to as "the responsible founder's responsibility and not binding the Perseroan" is the responsibility of the founder who committed the deed personally and the company is not responsible for the actions of the law. The founder.
Verse (3)
., clear enough.
Verse (4)
., referred to as "attended" is either attended by itself or represented by a letter of power.
Verse (5)
.,, pretty clear
Article 15
.,, Verse (1)
.,, the letter a
., clear enough.
Letter b
., clear enough.
Letter c
., look at the explanation of Article 6.
Letter d
., clear enough.
Letter e
., clear enough.
Letter f
., clear enough.
The letter g
.,, pretty clear
Letter h
.,, referred to by the "order of appointment" is to include election procedures, among other elections orally or with a closed letter and selection of candidates in person or package.
Letter i
.,, pretty obvious.
Verse (2)
., clear enough.
Verse (3)
.,, pretty clear
Section 16
.,, Verse (1)
., clear enough.
Verse (2)
., clear enough.
Verse (3)
.,, in that case no writing stands for "Tbk", means that the Perseroan is a closed status.
Verse (4)
.,, pretty clear
Section 17
.,, Verse (1)
., the provisions of verse (1) do not close the possibility of a company to have a place in the village or in a sub-district as long as the base budget lists the name of the city or district of the village and the subdistrict. Examples: PT A takes place in the village of Bojongsari, Ptagging District, Pasuruan Regency.
Verse (2)
.,, pretty clear
Article 18
.,, the intent and purpose is a staple business of the company.
Efforts are activities run by the Perseroan in order to achieve the intent and purpose, which must be detailed in the base budget, and such details should not be contradictory to the base budget.
Section 19
.,, pretty clear.
Section 20
.,, Verse (1)
.,, the curator's approval was implemented before the decision-making of the base budget change. It was intended to avoid the possibility of a rejection by the curator, resulting in a decision to change the base budget to cancel.
Verse (2)
.,, pretty clear
Section 21
.,, Verse (1)
., clear enough.
Verse (2)
.,, the letter a
., clear enough.
Letter b
., clear enough.
Letter c
., look at the explanation of Article 6.
Letter d
., clear enough.
Letter e
., clear enough.
Letter f
.,, the basic budget changes of the closed status of the Perseroan into the Open Perseroan or otherwise include changes to the entire basic budget provisions so that the Minister ' s approval is given over the changes in the entire base budget.
Verse (3)
., clear enough.
Verse (4)
., clear enough.
Verse (5)
.,, referred to "must be stated with a notarized deed" is must be in the form of the deed of the meeting decision statement or the deed of the basic budget change.
Verse (6)
., clear enough.
Verse (7)
., clear enough.
Verse (8)
.,, pretty clear
Verse (9)
.,, in the event of a fixed plea, the Minister is obliged to refuse such a plea or notice.
Article 22
.,, Verse (1)
.,, the provisions of this paragraph do not reduce the provisions as referred to in Article 21 of the paragraph (7).
Example:
The company is set up for 50 (50) years and will terminate on 15 November 2007 as defined in Section 22 of the paragraph (1) if the term of the establishment of the Company shall be extended, the request for the change of The basic budget of the term extension must have been submitted to the Minister for the slowest date of 15 September 2007.
In case the RUPS had taken the decision to extend the term on 1 August 2007 and had been declared in the Notary deed on 7 August 2007, the submission of the request to the Minister should be submitted at least 7. September 2007.
In terms of the RUPS for the extension of the term was held on 20 August 2007, the extension of the term must be stated in the Notary deed and submitted its application to the Minister at the latest on 15 September. 2007 in accordance with the provisions as referred to in Article 22 of the paragraph (1).
Verse (2)
.,, pretty clear
Section 23
.,, Verse (1)
., clear enough.
Verse (2)
., clear enough.
Verse (3)
., in question, "This Act specifies otherwise" is, among others as referred to in Article 25 and Section 26 of this Act which governs the existence of a requirement that must be met before the enactment of the Minister or the existence of The date is then specified in the Ministerial Decree, which contains the prefixed terms that must be met first or later.
Section 24
.,, pretty clear.
Section 25
.,, pretty clear.
Article 26
.,, the letter a
., clear enough.
Letter b
.,, which is referred to "the later date set" is the date after the date of the Minister ' s approval.
Letter c
.,, referred to "the later date specified in the Takeover Act or the Takeover Act" is the date the parties have agreed upon and is the date after the date of receipt of the base budget change notice. by the Minister.
Section 27
.,, pretty clear.
Article 28
.,, pretty clear.
Article 29
.,, Verse (1)
., clear enough.
Verse (2)
., clear enough.
Verse (3)
.,, the letter a
., clear enough.
Letter b
., clear enough.
Letter c
., referred to as "Perseroan data changes" are among other data on the transfer of rights to the shares, the replacement of the Board of Directors and the Board of Commissioners, the dissolution of the Perseroan.
Verse (4)
., clear enough.
Verse (5)
.,, pretty clear
Verse (6)
.,, pretty clear
Article 30
.,, pretty clear.
Article 31
.,, pretty clear.
Section 32
.,, Verse (1)
., clear enough.
Verse (2)
., referred to as "certain business activities", among other businesses banking, insurance, or freight forwarding.
Verse (3)
.,, the provisions of this paragraph are required to anticipate the change in the state of the economy.
Section 33
.,, Verse (1)
., clear enough.
Verse (2)
., referred to as "legitimate proof of the deposit", among other evidence of shareholder deposits into the bank account on behalf of the Perseroan, the data from the financial statements that the accountant has audited, or the balance sheet signed by Board of Directors and Commissioners.
Verse (3)
.,, these Terms affirm that it is not possible to deposit the stock in a way of reticating.
Article 34
.,, Verse (1)
., in general, the stock deposit is in the form of money. However, it is not closed to the possibility of stock deposits in other forms, whether tangible objects or intangible objects, which can be judged by money and which are real to have been accepted by the Perseroan.
Stock deposits in other forms other than money must be accompanied by details that explain the value or price, type or manner, status, place of the position, and others that are considered necessary for the sake of clarity.
Verse (2)
.,, the reasonable value of the stock capital is determined according to the market value. If the market value is not available, a reasonable value is determined based on the most appropriate assessment technique with a given characteristic, based on the relevant and best information.
Referred to as "unaffiliated experts" is an unassuming expert:
., a., a. family relations due to marriage or descent to a second degree, either horizontally and vertically with employees, members of the Board of Directors, the Board of Commissioners, or the shareholders of Perseroan;
., b. relations with Perseroan due to the similarity of one or more of the Board of Directors or the Board of Commissioners;
.,, c. bending relationships with Perseroan both direct and indirect; and/or
D. shares in Perseroan by 20% (twenty percent) or more.
Verse (3)
., the intent of the formulation of the stock in the form of non-moving objects in the Newspaper, is to be common and to provide an opportunity for an interested party to be able to object to the submission of such an object as a result of the fact that it is not a matter of time. The stock capital deposits, for example, it turns out that it doesn't belong to the rector.
Section 35
.,, Verse (1)
., entitled RUPS approval as referred to in this paragraph is to affirm that only with the consent of the RUPS can be compensated due to the consent of the compensation, the right of the other shareholders ' needs to take New stock is itself released.
Verse (2)
.,, Based on the provisions of this verse, the interest and debt debt has even fallen in time and must be paid because it is markedly not accepted by the Perseroan, unable to be compensated as a stock deposit.
Letter a
.,, pretty clear
Letter b
.,, referred to in these provisions as the party who was in charge or guarantor of the debt Perseroan had paid the debt of Perseroan debts so as to have the bill ' s rights against Perseroan.
Letter c
., referred to in this provision is the liability of a debt payment by the Perseroan in its position as a gig or guarantor into removing the rights of the creditor compensated with a stake issued by the Perseroan.
Verse (3)
.,, pretty clear
Section 36
.,, Verse (1)
.,, in principle, the stock issuer is a capital gathering effort, hence the liability of the deposit over the shares should be charged to the other party. For the sake of certainty, this Article determines that the Perseroan should not issue shares to own own.
The ban includes a cross holding banthat occurs if a company shares a stake issued by another Perseroan that owns shares of the company, either directly or indirectly.
Direct cross-ownership understanding is if the first Perseroan had a stake in the second Perseroan without going through ownership on one "Perseroan between" or more and instead the second Perseroan had a stake in the Perseroan first.
Cross-ownership understanding indirectly was the first Perseroan possession of the stock in the second Perseroan through ownership on one "Perseroan between" or more and instead the second Perseroan had a stake in the first Perseroan.
Verse (2)
.,, the ownership of the shares that resulted in ownership of shares by Perseroan himself or ownership of the shares in a cross is not prohibited if the ownership of the shares is obtained under the transition due to law, grant, or grant of will by the because in this case there is no stock expenditure that requires the funds from other parties so that it does not violate the prohibition provisions as referred to in paragraph (1).
Verse (3)
., clear enough.
Verse (4)
., referred to as "corporate effect" is as referred to in the Act on Capital Market.
Section 37
.,, Verse (1)
.,, the Repurchase of Perseroan shares does not lead to capital reduction, unless the shares are retracted.
Letter a
., referred to as "net worth" is the entire estate of Perseroan ' s wealth minus the entire liability of Perseroan in accordance with the latest financial report passed by RUPS within the last 6 (six) months.
Letter b
.,, pretty obvious.
Verse (2)
., clear enough.
Verse (3)
., clear enough.
Verse (4)
.,, the Terms of Use 3 (3) years in this paragraph are intended to allow Perseroan to determine whether the shares will be sold or retracted in the manner of capital reduction.
Article 38
.,, pretty clear.
Article 39
.,, Verse (1)
., referred to as "execution" is the determination of the moment, way of repurchase of the shares, and the number of shares to be bought back, but excluding things that are the duties of the Directors in the repurchase of the shares, such as doing payment, save a share letter, and log in the list of shareholders.
Verse (2)
., clear enough.
Verse (3)
.,, pretty clear
Section 40
.,, pretty clear.
Section 41
.,, Verse (1)
.,, referred to as "Perseroan capital" is the basic capital, capital placed, and capital of the disetor.
Verse (2)
., referred to as "execution" in this paragraph is the determination of the time, the way, and the amount of capital addition that does not exceed the maximum limit set by RUPS, but does not include the things that are the task of Directors in addition capital, such as receiving a stock deposit and listing it in the shareholders ' list.
Verse (3)
.,, pretty clear
Article 42
.,, Verse (1)
., clear enough.
Verse (2)
.,, referred to as "the number of shares with the right of voting" is the sum of the entire stock with the suffrage that the company has issued.
The meaning of "unless determined is greater in the base budget" is a quorum set in a base budget higher than the quorum defined in this verse.
Verse (3)
.,, pretty clear
Article 43
.,, Verse (1)
., clear enough.
Verse (2)
., clear enough.
Verse (3)
.,, the letter a
., referred to as "shares addressed to the employees of the Company", among other stocks issued in the framework of ESOP (employee stocks option program) Perseroan with all the rights and obligations attached to it.
Letter b
., clear enough.
Letter c
.,, referred to as "reorganization and/or restructuring", among others Incorporation, Smelting, Takeover, Debt compensation, or Separation.
Verse (4)
., referred to as "a term of 14 (fourteen) days" including the time limit for shareholders to take part from other shareholders who do not use its rights.
Section 44
.,, Verse (1)
.,, referred to as "capital reduction" is the reduction of basic capital, capital placed, and capital dictors.
Capital reductions are placed and capital dictors can occur in a way of redrawing stocks that have been issued to be removed or by lowering the nominal value of the stock.
Verse (2)
.,, pretty clear
Section 45
.,, pretty clear.
Section 46
.,, pretty clear.
Section 47
.,, Verse (1)
.,, "Retracting the stock" means that the stock is withdrawn from circulation in order to reduce capital placed and capital dictors.
Verse (2)
., referred to by the "stock recall" is a recall of the shares that resulted in the removal of such shares from circulation.
Verse (3)
., clear enough.
Verse (4)
., clear enough.
Verse (5)
., clear enough.
Section 48
.,, Verse (1)
.,, referred to in this provision is Perseroan only allowed to issue shares in the name of its owner and Perseroan should not issue a stake in the point.
Verse (2)
., referred to as "authorized agency" is an agency based on the laws of authorities overseeing the company that conducts its business activities in certain areas, e.g. Bank Indonesia is authorized to supervise the company in the field. banking, the Minister of Energy and Mineral Resources authorities are overseeing the Perseroan in the field of energy and mining.
Verse (3)
., referred to as "not being able to exercise the right as a shareholder", for example the right to be noted in the list of shareholders, the right to attend and issue a vote in the RUPS, or the right to receive a shared dividend.
Section 49
.,, pretty clear.
Section 50
.,, Verse (1)
.,, the letter a
., clear enough.
Letter b
., clear enough.
Letter c
., referred to as "the sum of the dictors" is the least equal to the nominal value of the stock.
Letter d
., clear enough.
Letter e
.,, pretty clear
Verse (2)
., referred to as "special list" is one of the sources of information regarding the magnitude of the ownership and interests of the members of the Board of Directors and the Council of Commissioners of the Perseroan in question or other Perseroan resulting in opposition interests that may arise may be pressed as small as possible.
In question, "his family" is his wife or husband and children.
Verse (3)
., clear enough.
Verse (4)
., clear enough.
Verse (5)
., referred to by "no other set" is not to mean no obligation to compile a list of shareholders and a special list for the Open Perseroan, but the laws in the field of capital markets can determine data criteria that must be included in the list of shareholders and special lists.
Section 51
.,, the setting up of the stock ownership evidence form is set in the base budget according to the need.
Section 52
.,, Verse (1)
., clear enough.
Verse (2)
., clear enough.
Verse (3)
., clear enough.
Verse (4)
., under this provision, the shareholders are not allowed to share the right of the 1 (one) stock according to his own will.
Verse (5)
.,, pretty clear
Section 53
.,, Verse (1)
., referred to as the "stock classification" is a grouping of shares based on the same characteristics.
Verse (2)
., clear enough.
Verse (3)
., referred to as "common stock" is a stock that has the right to vote in the RUPS on everything related to the Perseroan business, has the right to accept the dividends it shares, and receive the rest the wealth of liquidation results.
The voting rights of ordinary shareholders can be also owned by other classifications holders.
Verse (4)
.,, the various stock classifications do not necessarily indicate that these classifications each stand alone, separate from each other, but can be a composite of 2 (two) classifications or more.
Section 54
.,, Verse (1)
.,, disclaimer of stock is only possible if set in the base budget Verse (2)
Pretty obvious.
Verse (3)
.,, pretty clear
Section 55
.,, pretty clear.
Section 56
.,, Verse (1)
., referred to as "deed", either a deed made in the presence of a notary and an underhanded deed.
Verse (2)
., clear enough.
Verse (3)
., referred to by "notifying the change in the composition of the shareholders to the Minister" is also a change in the arrangement of shareholders due to the legacy, takeover, or Separation.
Verse (4)
., clear enough.
Verse (5)
.,, pretty clear
Section 57
.,, Verse (1)
., clear enough.
Verse (2)
.,, which is referred to by "transfer of rights due to law", among other transfers of rights due to inheritance or transfer of rights as a result of the merger, dissolution, or Separation.
Section 58
.,, Verse (1)
., clear enough.
Verse (2)
., clear enough.
Verse (3)
.,, referred to as "only applicable 1 (one) times" is the base budget of Perseroan should not determine offering its shares more than 1 (one) times before offering it to third parties.
Section 59
.,, pretty clear.
Section 60
.,, Verse (1)
.,, the ownership of the stock as a moving object gives the right of the hatred to its owner. Such rights can be retained against any person.
Verse (2)
., clear enough.
Verse (3)
.,, these Terms of Use are intended to allow Perseroan or other interested parties to know about the status of such shares.
Verse (4)
.,, these provisions reaffirm the legal principle that does not allow the diversion of voting rights regardless of ownership of the shares. Whereas other rights outside of the voting rights can be promised in accordance with the agreement among shareholders and collateral holders.
Section 61
.,, Verse (1)
., the filed suit essentially contains a request for the company to stop such adverse actions and take certain steps either to address the result already arising or to prevent similar actions at a later date.
Verse (2)
.,, pretty clear
Section 62
.,, Verse (1)
.,, the letter a
., clear enough.
Letter b
., referred to as "net worth" is the net worth according to the latest balance sheet passed within 6 (six) last month.
Letter c
.,, pretty obvious.
Verse (2)
.,, pretty clear
Article 63
.,, pretty clear.
Section 64
.,, Verse (1)
., clear enough.
Verse (2)
., referred to as "unless otherwise specified in the laws" is another defining law that the approval of the work plan is provided by RUPS, then the base budget cannot determine the plan work approved by the Board of Commissioners or otherwise.
Likewise, if the law determines that the work plan must obtain the consent of the Board of Commissioners or RUPS, then the base budget cannot determine that the work plan is sufficiently delivered by the Board of Directors to the Board of Directors. Commissioner or RUPS.
Verse (3)
.,, pretty clear
Section 65
.,, pretty clear.
Section 66
.,, Verse (1)
., clear enough.
Verse (2)
.,, the letter a
., clear enough.
Letter b
., referred to as the "Perseroan activity report" is including a report on the results or performance of the Perseroan.
Letter c
., clear enough.
Letter d
., referred to as "problem details" is including a dispute or a matter involving Perseroan.
Letter e
., clear enough.
Letter f
., clear enough.
The letter g
.,, pretty obvious.
Verse (3)
., referred to by the "financial accounting standard" is the standard set by the Indonesian Association of Accountancy Professions recognized by the Government of the Republic of Indonesia.
Verse (4)
.,, pretty clear
Section 67
.,, Verse (1)
.,, referred to by "signing of the annual report" is the responsible form of the members of the Board of Directors and members of the Board of Commissioners in carrying out its duties.
In the case of the financial statements Perseroan is required to be audited by a public accountant, the annual report in question is an annual report containing audited financial statements.
Verse (2)
.,, referred to as "the reason in writing" is that the RUPS may use it as one of the consideration materials in giving an assessment of the report.
Members of the Board of Directors or members of the Board of Commissioners who do not give a reason, among others as concerned have passed away, the reason is stated by the Directors in its own letter attached to the annual report Verse (3)
Pretty clear
Section 68
.,, Verse (1)
.,, the Liability to submit financial statements to the public accountant to be audited arising from the nature of the Perseroan concerned.
The obligation to submit financial statements to the oversight of the extern is justified by the assumption that public trust should not be impeached.
Likewise, with Perseroan for its celebrations expecting funds from the capital markets.
Letter a
., referred to as "the activities of the activities of the companies that raise and/or manage community funds", among other banks, insurance, fund reclances.
Letter b
., referred to as "a debt confession letter", among other bonds.
Letter c
., clear enough.
Letter d
., look at the explanation of Article 7 of the verse (7) letter a.
Letter e
., clear enough.
Letter f
.,, pretty obvious.
Verse (2)
., clear enough.
Verse (3)
., clear enough.
Verse (4)
.,, the intent of the announcement is in the framework of accountability and openness to the community.
Verse (5)
., clear enough.
Verse (6)
.,, pretty clear
Section 69
.,, Verse (1)
., clear enough.
Verse (2)
., clear enough.
Verse (3)
.,, the resulting financial statements must reflect the actual state of activa, liabilities, capital, and the proceeds of the venture of the Perseroan. The Board of Directors and the Board of Commissioners have full responsibility for the correctness of the financial statements of the Company.
Verse (4)
., clear enough.
Section 70
.,, Verse (1)
., referred to as "net profit" is the profit of the year running after deductless tax.
Verse (2)
., referred to as "positive profit balance" is the net profit of Perseroan in a book year running that has closed the accumulated losses of Perseroan from the previous book year.
Verse (3)
.,, the Perseroan form mandatory reserves and other reserves. The reserve referred to in paragraph (1) is the mandatory backup. Mandatory backups are a certain amount required to be set aside by the Perseroan each year of the book used to close the possibility of a Perseroan loss in the coming days.
Mandatory backups must not always be cash-shaped, but can be other assets that are easily thawed and cannot be shared as dividends.
Whereas the "other backup" is a backup beyond the mandatory reserves that can be used for various purposes of the company, for example for expansion of the venture, for dividend sharing, for social purposes, and so on.
The least 20% provision (twenty percent) of the amount of capital placed and the ranking is assessed as a viable amount for mandatory reserves.
Verse (4)
.,, pretty clear
Section 71
.,, Verse (1)
.,, Decision RUPS on this verse should pay attention to the interests of the Perseroan and the kewajeness.
Based on the decision of the RUPS may be partial or all net profits are used for dividend sharing to shareholders, reserves, and/or other partitioning such as tansiem (tantieme) for members of the Board of Directors and the Board of Directors. Commissioners, as well as bonuses for employees.
The giving of tansiem and bonuses attributed to Perseroan performance has been budgeted and taken into account as a cost.
Verse (2)
., referred to as "the entire net profit" is the entire net profit amount of the year the book is concerned after minus the accumulated losses of Perseroan from the previous book year.
Verse (3)
., in terms of the net profit of Perseroan in the year the running book has not entirely closed the accumulated losses of Perseroan from the previous book year, Perseroan could not share its dividend as Perseroan still had a negative net profit balance.
Section 72
.,, Verse (1)
., clear enough.
Verse (2)
., clear enough.
Verse (3)
., clear enough.
Verse (4)
., clear enough.
Verse (5)
.,, examples of the interim dividends that must be returned are as follows.
The interim dividend has been shared by Rp1,000.00 (thousand rupiah) per share. The company suffered losses and did not have a positive income balance so that no dividends were shared. Therefore, the need to be returned is Rp1,000.00 (thousand rupiah) per share.
If the Perseroan were to suffer losses, but the company had a retained earnings (retained) and a positive profit balance until, for example, the RUPS set a dividend of Rp200,00 (two hundred rupiah) per share. Therefore, the stock that must be returned is Rp1000.00 (a thousand rupiah) minus Rp200,00 (two hundred rupiah) meaning Rp800.00 (eight hundred rupiah).
Verse (6)
.,, pretty clear
Section 73
.,, Verse (1)
., clear enough.
Verse (2)
.,, the dividend taking in question is the nominal amount of dividends excluding interest.
Verse (3)
.,, the amount of dividends not taken and being the rights of Perseroan was standardised in another income post-another from Perseroan.
Section 74
.,, Verse (1)
.,, these provisions aim to still create a sericant, balanced, and compatible Perseroan relationship with the environment, values, norms, and culture of the local community.
In question, "The company that runs its business activities in the field of natural resources" is a company whose business activities manage and utilize natural resources.
What is meant by "A company that runs its business activities related to natural resources" is a company that does not manage and does not utilize natural resources, but its efforts impact the ability of the source. Natural power.
Verse (2)
., clear enough.
Verse (3)
., subject to "sanctions subject to the provisions of the laws" is subject to all forms of sanctions set forth in the laws of the associated law.
Verse (4)
.,, pretty clear
Section 75
.,, Verse (1)
.,, pretty clear
Verse (2)
., the provisions of this paragraph are intended with respect to the rights of the shareholders to obtain a description relating to the eye of the meeting by not reducing the rights of the shareholders to obtain any other information relating to the holder's rights. shares are set in this Act, among other holders the rights of shareholders to view the list of shareholders and special lists as referred to in Article 50 of the paragraph (4), as well as the rights of shareholders to obtain the meeting materials immediately after the the call of RUPS as referred to in Article 82 of the paragraph (3) and the verse (4).
Verse (3)
., clear enough.
Verse (4)
.,, pretty clear
Section 76
.,, Verse (1)
., clear enough.
Verse (2)
., clear enough.
Verse (3)
., clear enough.
Verse (4)
.,, referred to as "the provisions as referred to in verse (3)" are RUPS must be held in the territory of the Republic of Indonesia.
Verse (5)
.,, pretty clear
Section 77
.,, Verse (1)
., clear enough.
Verse (2)
., clear enough.
Verse (3)
., clear enough.
Verse (4)
.,, which is referred to as "approved and signed" is approved and signed physically or electronically.
Article 78
.,, Verse (1)
.,, referred to as "other RUPS" in practice is often known as the extraordinary RUPS.
Verse (2)
., clear enough.
Verse (3)
., clear enough.
Verse (4)
.,, pretty clear
Section 79
.,, Verse (1)
., clear enough.
Verse (2)
., clear enough.
Verse (3)
., referred to as "the reasons that are the basis for the request of the RUPS", among others because the Directors do not hold the annual RUPS in accordance with the specified time limit or the term of the member of the Board of Directors and/or the members of the Board of Commissioners It's over.
Verse (4)
., clear enough.
Verse (5)
., clear enough.
Verse (6)
., clear enough.
Verse (7)
., clear enough.
Verse (8)
., clear enough.
Verse (9)
., clear enough.
Verse (10)
.,, pretty clear
Article 80
.,, Verse (1)
., clear enough.
Verse (2)
.,, pretty clear
Verse (3)
.,, referred to by "the court designation concerning the quorum of attendance and provisions on RUPS decision making requirements" is specifically applicable to the third RUPS, whereas for the first RUPS and the RUPS both provisions quorum attendance and Decision-making requirements apply to the terms referred to in Section 86, Section 87, Section 88, and Section 89 or the base budget of the Perseroan.
The "form of RUPS" is the annual RUPS or other RUPS.
Verse (4)
., clear enough.
Verse (5)
., clear enough.
Verse (6)
.,, referred to as "final and having a fixed legal force" is that upon such assignment it cannot be appealed, cassation, or review. This provision is intended for the implementation of the RUPS not pending.
Verse (7)
.,, the legal effort that is possible if the court designation rejects the plea is simply an attempt by the laws of kasation and is not possible a review is returned.
Verse (8)
.,, pretty clear
Section 81
.,, Verse (1)
., clear enough.
Verse (2)
., the RUPS invocation is the obligation of the Board of Directors. The invocation of the RUPS may be conducted by the Board of Commissioners, among other things on the Board of Directors not hosting the RUPS as defined in Article 79 of the paragraph (6), in which case the Directors are hindrance or there is a conflict of interest between the Directors and A company.
Section 82
.,, Verse (1)
.,, "Term 14 (fourteen) days" is a minimum term to call a meeting. Therefore, in the base budget it cannot determine the term shorter than 14 (fourteen) days except for the second meeting or the third meeting in accordance with the provisions of this Act.
Verse (2)
., clear enough.
Verse (3)
., clear enough.
Verse (4)
., clear enough.
Verse (5)
.,, pretty clear
Section 83
.,, Verse (1)
.,, the announcement is intended to provide the opportunity to the shareholders proposing to the Directors for the addition of the RUPS event.
Verse (2)
.,, pretty clear
Article 84
.,, Verse (1)
.,, referred to "unless the basic budget determines another" is if the base budget issues a single share without voting rights. In terms of the base budget does not specify that, it can be considered that any issued shares have one voting rights.
Verse (2)
., provided these shares of Perseroan shares controlled by the Company, whether direct or indirect, have no voting rights and are not counted in the determination of quorum.
Letter a
., referred to as "self-ruled" is controlled either by the relationship of ownership, repurchase or because of the lien.
Letter b
., clear enough.
Letter c
.,, pretty clear
Section 85
.,, Verse (1)
., clear enough.
Verse (2)
.,, pretty clear
Verse (3)
., the provisions of this paragraph are the embodiment of the deliberations for the people recognized in this Act. Therefore, a different voice (split voting) is not justified.
For the Open Company, a different sound that is issued by a custodian bank or an effect company representing shareholders in mutual fund (mutual fund) is not a distinct voice as it is referred to in this verse.
Verse (4)
.,, in setting the quorum of RUPS, the shares of the shareholders who are represented by the members of the Board of Directors, members of the Board of Commissioners, and employees of the Company as the power to be counted, but in their vote as the power of the shareholders are not entitled to. Vote out.
Verse (5)
., clear enough.
Verse (6)
., clear enough.
Verse (7)
.,, pretty clear
Section 86
.,, Verse (1)
.,, the deviation of the provisions in this paragraph is only possible in terms of this determined Act. The base budget should not determine a smaller quorum than the quorum prescribed by this Act.
Verse (2)
.,, in the event that the first quorum RUPS is not reached, the meeting must remain open and then closed by creating a meeting that specifies that the first RUPS cannot be resumed because the quorum is not reached and the next can be held That's a second RUPS call.
Verse (3)
., clear enough.
Verse (4)
.,, pretty clear
Verse (5)
.,, in terms of the second cuorum RUPS is not reached, then the RUPS must remain open and then closed by creating a RUPS notulen which specifies that the second RUPS cannot proceed as a quorum is not reached and that next can be submitted a plea to the chairman of the state court to set a third quorum RUPS.
Verse (6)
., in the event of the chairman of the court of obstruction, the assignment was done by other officials who represented the chairman.
Verse (7)
.,, referred to as "final and having a fixed legal force" is that upon such assignment it cannot be appealed, cassation, or review.
Verse (8)
., clear enough.
Verse (9)
.,, pretty clear
Section 87
.,, Verse (1)
.,, referred to by "deliberations for the mufakat" is the result of a deal approved by the shareholders present or represented in the RUPS.
Verse (2)
.,, referred to as "approved more than 1/2 (one pertwo) part" is that the proposal in the eye of the meeting event must be approved by more than 1/2 (one pertwo) of the number of votes issued. If there are 3 (three) proposals or candidates and no one earns more than 1/2 (one pertwo) part, a vote of two (two) proposals or candidates getting the most votes must be repeated so that one of the proposals or the candidate gets sound more than 1/2 (one pertwo) part.
Article 88
.,, pretty clear.
Section 89
.,, Verse (1)
., clear enough.
Verse (2)
.,, pretty clear
Verse (3)
.,, referred to as "the quorum of attendance and/or provisions about the greater RUPS decision-making requirements" is greater than the one set in this paragraph, but not greater than it is specified in the paragraph (1).
Verse (4)
., clear enough.
Verse (5)
.,, pretty clear
Article 90
.,, Verse (1)
.,, Signing by the meeting chairman and at least 1 (one) of the designated shareholders of and by the RUPS participants is intended to guarantee the certainty and truth of the contents of the RUPS treatises.
Verse (2)
.,, pretty clear
Section 91
.,, referred to by "decision making outside of the RUPS" in practice is known by the motion of the decision circulated (circular resolution).
Such decisions are made without the physical RUPS held, but decisions are taken by means of submitting in writing the proposals to be decided to all shareholders and the proposal is agreed upon in writing by the party. entire shareholder.
The "binding decision" is a decision that has the same legal power as the RUPS decision.
Section 92
.,, Verse (1)
.,, these Terms assigns the Directors to take care of the Perseroan which, among other things includes the day-to-day affairs of the Perseroan.
Verse (2)
., which is referred to as "appropriate policy." is a policy that, among other things, is based on the skills, opportunities available, and the gender of the same kind of business.
Verse (3)
.,, pretty clear
Verse (4)
., clear enough.
Verse (5)
., clear enough.
Verse (6)
.,, the Directors as an organ of Perseroan doing the Perseroan business understand clearly the need for the Perseroan business. Therefore, if the RUPS does not establish the division of the duties and authority of the members of the Board of Directors, it is clear that the designation is done by the Directors themselves.
Section 93
.,, Verse (1)
,, the term of 5 (five) of the year, since the judgment is found guilty, is based on the judgment of the court, which has the power of the law, has caused Perseroan pailit, or when punished since the end of the sentence. punishment.
Letter a
., clear enough.
Letter b
., clear enough.
Letter c
., referred to as the "financial sector", among other banks financial institutions and nonbanks, capital markets, and other sectors related to the society ' s decoding and management of funds.
Verse (2)
., clear enough.
Verse (3)
.,, referred to by the "letter" is a letter of statement made by the candidate of the Board of Directors concerned with respect to the requirements of the paragraph (1) and the letter of the authority in respect of the terms of the paragraph (2).
Section 94
.,, Verse (1)
.,, the RUPS authority cannot be devolve to other Perseroan organs or any other party.
Verse (2)
.,, pretty clear
Verse (3)
.,, the Requirements of the appointment of a member of the Board of Directors for a "particular term", intended members of the Board of Directors who have terminated his term in order not to continue his original term, except with the re-appointment of the decision. RUPS. For example, for a term of 3 (3) years or 5 (five) years from the date of appointment, then since the end of the term the former member of the Board of Directors is no longer entitled to act for and on behalf of the Perseroan, except after the was reappointed by RUPS.
Verse (4)
., clear enough.
Verse (5)
., clear enough.
Verse (6)
., clear enough.
Verse (7)
.,, which is referred to by "changes in the Board of Directors" including changes due to the re-appointment of members of the Directors.
Verse (8)
.,, referred to by the "plea" is the application of the base budget change approval as referred to in Article 21 of the paragraph (2).
What is meant by "notice" is the base budget change notice as referred to in Section 21 of the paragraph (3) and the notice of other Perseroan data that is required to be notified to the Minister in accordance with the terms of this section. This Act.
Verse (9)
.,, pretty clear
Section 95
.,, Verse (1)
.,, the Commissioning of the Board of Directors is null and void due to a breach of the breach of the provisions as referred to in Article 93 by other members of the Directors or the Council of Commissioners based on legitimate evidence and to the members of the Directors It is said to be written in writing at the time of his knowledge.
Verse (2)
., referred to with "other members of the Directors" is a member of the Directors outside of its Board of Directors whose appointment is null and void and has the authority to represent the Directors according to the base budget. If there is no such member of the Board of Directors, the announcement is the Board of Commissioners.
Verse (3)
., clear enough.
Verse (4)
., clear enough.
Verse (5)
.,, pretty clear
Section 96
.,, Verse (1)
., referred to as "the magnitude of the salary and benefits of a Board of Directors" is the magnitude of the salary and allowances for each member of the Board of Directors.
Verse (2)
., clear enough.
Verse (3)
.,, pretty clear
Section 97
.,, Verse (1)
., clear enough.
Verse (2)
., which is "full of responsibility" is to pay attention to the company with the saksama and the persecteful.
Verse (3)
., clear enough.
Verse (4)
., clear enough.
Verse (5)
.,, the letter a
., clear enough.
Letter b
., clear enough.
Letter c
., clear enough.
Letter d
., referred to as "taking action to prevent arising or continuing losses" including also measures to obtain information about the actions of an affair that may result in loss, among other things through a meeting forum. The board.
Verse (6)
., in the event of an act of Directors harming the Perseroan, a shareholder who meets the requirements as specified in this paragraph may represent Perseroan to conduct charges or litigation against its Directors through a court of law.
Verse (7)
., the lawsuit filed by the Board of Commissioners is in order to task the Board of Commissioners carrying out surveillance functions on the management of the company conducted by the Board of Directors, to file the lawsuit. The Board of Commissioners does not need to act Together with other members of the Board of Directors and the authority of the Board of Commissioners is not limited to the fact that the entire Board of Directors has a
Section 98
.,, Verse (1)
., clear enough.
Verse (2)
.,, this Act essentially adheres to the collegial representative system, which means each member of the Board of Directors represents Perseroan. However, for the benefit of Perseroan, the basic budget may determine that the Perseroan is represented by a particular member of the Board of Directors.
Verse (3)
., clear enough.
Verse (4)
., in question "should not be contrary to the Act", for example RUPS is not authorized to decide that its Directors are in the shock or divert most of the assets of the Company adequately with the approval of the Board of Commissioners or the consent of the RUPS with cuorum is less than 3/4 (three quarters).
The intended ' should not be contrary to the basic budget ", for example the base budget determines for the borrowing of the money above Rp1,000.000.00 (one billion rupiah), the Board of Directors must obtain the approval of the Board of Commissioners.
RUPS is not authorized to take the decision that for a loan loan above Rp500.000.00 (five hundred million rupiah), the Board of Directors must obtain the approval of the Board of Commissioners without first altering the terms of the base budget.
Section 99
.,, pretty clear.
Article 100
.,, Verse (1)
.,, the letter a
.,, the list of shareholders and special lists in accordance with the provisions as referred to in Article 50.
The treatise of RUPS and the treatise on the Board of Directors contains everything that is discussed and decided in every meeting.
Letter b
., clear enough.
Letter c
., referred to as "other Perseroan documents", among other treatises of the Council of Commissioners, Perseroan licensing.
Verse (2)
., clear enough.
Verse (3)
., clear enough.
Verse (4)
.,, pretty clear
Section 101
.,, Any acquisition and alteration in the ownership of such shares is mandatory. The report of the Directors regarding this is recorded in the special list as referred to in Article 50 of the paragraph (2).
"The one in question" his family ", see the explanation of Article 50 verse (2).
Section 102
.,, Verse (1)
., referred to as "Perseroan wealth" is all goods both moving and unmoving, both tangible and intangible, belonging to Perseroan.
Referred to as "in 1 (one) transaction or more, both in relation to one another or not" is one or more transactions or more cumulative resulting in its threshold of 50% (fifty percent).
The assessment of more than 50% (fifty percent) of net worth is based on the value of the book according to the balance sheet that was last passed RUPS.
Verse (2)
In contrast to the transfer of wealth, the act of a transaction in which the wealth of the company is in question is not limited, but the amount of wealth that is still in it is not limited to the amount of wealth. It's a certain amount of time.
Verse (3)
., referred to as " Perseroan diversion or diversion acts, e.g. home sales by real estate, sales of interbank mail, and sale of merchandise (inventory) by the company Distribution or trading company.
Verse (4)
., clear enough.
Verse (5)
.,, pretty clear
Article 103
., which means "power" is the special power for certain deeds as mentioned in the letter of power.
Section 104
.,, To prove the error or omission of the Directors, the suit is filed to the court of Commerce in accordance with the provisions in the Act on Pailitan And Delay Of Payment Obligations Of Utang.
Section 105
.,, Verse (1)
.,, Decision RUPS to dismiss members of Directors can be done with concerned reasons no longer meeting the requirements as a member of the Directors set out in this Act, among others committing adverse acts The company or for other reasons is rated right by RUPS.
Verse (2)
., clear enough.
Verse (3)
.,, the self-defense in these provisions is done in writing.
Verse (4)
., clear enough.
Verse (5)
.,, pretty clear
Section 106
.,, Verse (1)
., given the dismissal of the Board of Directors by RUPS requires time for implementation, while the interests of the Company cannot be postponed, the Board of Commissioners as a reasonable supervisor is granted the authority to make a stop. Temporary.
Verse (2)
., clear enough.
Verse (3)
., clear enough.
Verse (4)
.,, the RUPS was preceded by a RUPS call carried out by the Perseroan organs laying off the meantime.
Verse (5)
., clear enough.
Verse (6)
., clear enough.
Verse (7)
., clear enough.
Verse (8)
., clear enough.
Verse (9)
.,, pretty clear
Section 107
.,, the letter a
.,, the order of the resignation of a member of the Board of Directors is set up in the base budget with the submission of a request to resign which must be submitted within a given period of time. With the current time, the members of the Board of Directors are quitting their posts without requiring the approval of RUPS.
Letter b
., clear enough.
Letter c
.,, pretty clear
Article 108
.,, Verse (1)
.,, pretty clear
Verse (2)
.,, referred to "for the benefit and in accordance with the intent and purpose of the Perseroan" is that the oversight and the giving of advice performed by the Board of Commissioners is not for the benefit of certain parties or groups, but for the benefit of The company is comprehensive and in accordance with Perseroan intent and purpose.
Verse (3)
., clear enough.
Verse (4)
.,, in contrast to the Directors that allow each member of the Board of Directors to act individually in the running of the duties of the Board of Directors, any member of the Board of Commissioners cannot act individually in the running of the Board of Commissioners, unless According to the Commissioner's decision.
Verse (5)
.,, a company whose business activities set up and/or manage community funds, a company that publishes a debt recognition letter to the public, or the Open Perseroan requires oversight with a larger number of Commissioners of the Commissioners. Because it concerns people's interests.
Section 109
.,, pretty clear.
Article 110
.,, Verse (1)
.,, the letter a
., clear enough.
Letter b
.,, pretty clear
Letter c
.,, see the explanation of Article 93 verses (1) of the letter c.
Verse (2)
., clear enough.
Verse (3)
.,, referred to by the "letter" is a letter of statement made by the candidate of the Council of the Commissioners concerned with respect to the terms of the paragraph (1) and the letter of the authority in relation to the terms of the paragraph (2).
Section 111
.,, pretty clear.
Article 112
.,, Verse (1)
., referred to as "other members of the Board of Commissioners" is a member of the Board of Commissioners outside the Board of Commissioners whose appointment is null and void.
Verse (2)
., clear enough.
Verse (3)
., clear enough.
Verse (4)
.,, pretty clear
Section 113
.,, pretty clear.
Article 114
.,, Verse (1)
., clear enough.
Verse (2)
., clear enough.
Verse (3)
., the provisions of this paragraph affirm that if the Council of the Commissioners is guilty or negligent in the exercise of its duties resulting in the loss of the Company due to the business of the Board of Directors, the Council of Commissioners will participate. be responsible for the error or the conduct.
Verse (4)
., clear enough.
Verse (5)
., clear enough.
Verse (6)
.,, pretty clear
Section 115
.,, pretty clear.
Section 116
.,, the letter a
.,, the Risalah meeting of the Board of Commissioners contained everything that was talked about and decided at the meeting.
The "copy" is a copy of the meeting of the meeting of the Council of Commissioners because the original treatise is maintained by the Directors as referred to in Article 100.
Letter b
.,, Any changes in the ownership of such shares are mandatory also reported.
In reference to his "family", see the explanation of Article 50 of the verse (2).
Letter c
.,, the Board of Commissioners Report on this is recorded in the special list as referred to in Article 50 of the paragraph (2).
Section 117
.,, Verse (1)
.,, referred to by "giving consent" is to give consent in writing from the Board of Commissioners.
In question, "aid" is the actions of the Board of Commissioners accompanying the Directors in performing certain legal deeds.
The granting of consent or assistance by the Board of Commissioners to the Board of Directors in the conduct of certain legal deeds in question is not an act of affairs.
Verse (2)
., referred to as "the act of the law still binding the Perseroan" is a legal act committed without the approval of the Board of Commissioners in accordance with the provisions of the basic budget still binding on the company, unless otherwise proven otherwise. Good faith. The provisions set forth in this paragraph may result in the personal responsibility of the members of the Directors in accordance with the provisions of this Act.
Section 118
.,, Verse (1)
.,, these provisions are intended to authorize the Board of Commissioners to conduct a Perseroan affair in the event of the Board of Directors not present.
It is "in certain circumstances", among other circumstances, as referred to in Article 99 of the letter b and Article 107 of the letter c.
Verse (2)
.,, pretty clear
Section 119
.,, pretty clear.
Article 120
.,, Verse (1)
., clear enough.
Verse (2)
.,, the Independent Commissioner that is in the good corporate governance guidelines (code of good corporate governance) is the "Commissioner of the outside party".
Verse (3)
., clear enough.
Verse (4)
.,, pretty clear
Section 121
.,, Verse (1)
.,, referred to by the "committee", among other the audit committee, the remuneration committee, and the nomination committee.
Verse (2)
.,, pretty clear
Section 122
.,, pretty clear.
Section 123
.,, Verse (1)
., clear enough.
Verse (2)
.,, the letter a
., clear enough.
Letter b
., clear enough.
Letter c
.,, in the manner of the way the stock conversion is set a reasonable price of the shares of the company that combines itself as well as the reasonable price of the shares of the Perseroan that received the merged to determine the ratio of the stock exchange in order of the stock conversion.
Letter d
.,, the draft base budget change in this case is only required as part of the proposal if the merger causes a basic budget change.
Letter e
., referred to by the "3 (three) years of the last book of Perseroan" is that the whole includes 36 (thirty-six) months.
Letter f
., clear enough.
The letter g
., clear enough.
Letter h
., clear enough.
Letter i
., clear enough.
The letter j
., clear enough.
Letter k
., clear enough.
Letter l
., clear enough.
Letter m
., clear enough.
Letter n
., clear enough.
Letter o
.,, pretty obvious.
Verse (3)
., clear enough.
Verse (4)
., referred to as "certain Perseroan" is a company that has a special business area, among other bank financial institutions and non-bank financial institutions.
It is referred to as "related agencies" among other Bank of Indonesia for the merger of the banking-banking company.
Verse (5)
.,, pretty clear
Section 124
.,, pretty clear.
Section 125
.,, Verse (1)
.,, the takeover referred to in this Article does not reduce the provisions as referred to in Article 7.
Verse (2)
., clear enough.
Verse (3)
., clear enough.
Verse (4)
.,, pretty clear
Verse (5)
., referred to as "the party that will take over" is the Perseroan, another legal entity that is not a Perseroan, or individual person.
Verse (6)
.,, the letter a
., clear enough.
Letter b
., clear enough.
Letter c
., clear enough.
Letter d
.,, in the manner of the way the stock conversion is set a reasonable price of the shares of the Perseroan taken over as well as the reasonable price of its exchange stock to determine the ratio of the stock exchange in order of the stock conversion.
Letter e
., clear enough.
Letter f
., clear enough.
The letter g
., clear enough.
Letter h
., clear enough.
Letter i
., clear enough.
The letter j
., clear enough.
Letter k
.,, pretty obvious.
Verse (7)
.,, the takeover of other Perseroan shares directly from shareholders do not need to be preceded by creating a draft Takeover, but done directly through negotiations and agreements by the parties that will take over with the holders stock with still paying attention to the base budget of the Perseroan taken over.
Verse (8)
.,, pretty clear
Section 126
.,, Verse (1)
.,, these Terms of Use affirms that the Merger, Dissolution, Takeover, or Separation may not be performed if it will harm the interests of certain parties.
Furthermore, in the Mergers, Smelters, Takeovers, or Separation must also be also prevented by the possibility of a monopoly or monopsoni in various forms that harms the public.
Verse (2)
.,, the shareholders who disapprove of the Merger, Dissolution, Takeover, or Separation are entitled to the Perseroan to be purchased in accordance with the reasonable price of the shares of the Perseroan as referred to in the explanation of Article 123 of the paragraph (2) the letter c and Section 125 paragraph (6) of the letter d.
Verse (3)
.,, pretty clear
Section 127
.,, Verse (1)
., clear enough.
Verse (2)
.,, the announcement was intended to give the concerned parties the opportunity to know the plan and to appeal if they felt their interests were harmed.
Verse (3)
., clear enough.
Verse (4)
., clear enough.
Verse (5)
., clear enough.
Verse (6)
., clear enough.
Verse (7)
., clear enough.
Verse (8)
.,, pretty clear
Section 128
.,, pretty clear.
Section 129-
.,, pretty clear.
Article 130
.,, pretty clear.
Article 131
.,, pretty clear.
Section 132
.,, pretty clear.
Section 133
.,, the announcement is intended to allow the third party to know that it has been the merger, the dissolution, or the takeover.
In this case the mandatory announcement is performed in the slowest 30 (thirty) days since the date:
., a., a. Minister's approval of the base budget changes in the event of a merger;
., b. notification of the Ministry of goodwill in the event of a change in the base budget as referred to in Section 21 paragraph (3) and that is not accompanied by a basic budget change; and
., c.c. attestation of the Minister for the deed of the founding of the Company in the event of the Dissolution.
Section 134
.,, pretty clear.
Section 135
.,, Verse (1)
.,, the letter a
., clear enough.
Letter b
.,, which is referred to as "impure separation" is commonly called spin off.
Verse (2)
.,, which is meant to "switch because the law" is switching based on a common titel so it does not require a transitional deed.
Verse (3)
.,, pretty clear
Article 136
.,, pretty clear.
Section 137
.,, pretty clear.
Article 138
.,, Verse (1)
., before applying for an examination of the Company, the applicant has requested directly to the Company regarding the data or the information it needs. In the event Perseroan refused or did not pay attention to such requests, these provisions provide an effort that the applicant can take.
Verse (2)
., clear enough.
Verse (3)
., clear enough.
Verse (4)
., clear enough.
Verse (5)
., clear enough.
Verse (6)
.,, pretty clear
Section 139
.,, Verse (1)
., clear enough.
Verse (2)
., clear enough.
Verse (3)
., referred to as "expert" is a person with expertise in the field to be examined.
Verse (4)
., clear enough.
Verse (5)
., referred to as "all documents" are all books, records, and letters related to the activities of the Perseroan.
Verse (6)
., clear enough.
Verse (7)
.,, pretty clear
Section 140
.,, Verse (1)
., clear enough.
Verse (2)
.,, Based on the results of the examination results in this paragraph, the applicant may determine a further attitude towards the Perseroan.
Article 141
.,, Verse (1)
.,, in setting the examination fees for the examiners, the chairman of the court of the state deepened it over the level of examiners and the limits of the Perseroan ability as well as the scope of the Perseroan.
Verse (2)
., clear enough.
Verse (3)
.,, the burden of reimbursement is referred to by the court by paying attention to the results of the examination.
Section 142
.,, Verse (1)
.,, the letter a
., clear enough.
Letter b
., clear enough.
Letter c
., clear enough.
Letter d
., clear enough.
Letter e
., clear enough.
Letter f
., referred to as "being called the Perseroan business permit so requiring that Perseroan conduct liquidation" is a provision that does not allow Perseroan to attempt in other fields after its business permit is revoked, e.g. business permit Banking, a perinsurance venture permit.
Verse (2)
.,, different from the dissolution of Perseroan as a result of the merger and the unnecessarily liquidation of liquidation, the spread of Perseroan under the terms of the verse (1) must always be followed by liquidation.
Letter a
.,, referred to the "liquidation done by the curator" is the liquidation specifically conducted in terms of the Perseroan disbanding under the terms of the verse (1) letter e.
Letter b
.,, pretty obvious.
Verse (3)
.,, pretty clear
Verse (4)
., clear enough.
Verse (5)
., clear enough.
Verse (6)
., with the removal of the liquidator, does not mean that the members of the Board of Directors and the Board of Commissioners are dismissed, unless the RUPS is laying
The authorities to conduct a temporary stop of the liquidator and the oversight against him are the Council of Commissioners in accordance with provisions in the base budget.
Section 143
.,, Verse (1)
., since the disbanded company is still recognized as a legal entity, the Perseroan can be declared pailit and the subsequent liquidator is replaced by the curator.
The pailit statement did not change the status of the dissolved Perseroan and therefore the Perseroan should be liquidated.
Verse (2)
.,, pretty clear
Section 144
.,, pretty clear.
Section 145
.,, pretty clear.
Section 146
.,, Verse (1)
.,, the letter a
., clear enough.
Letter b
., clear enough.
Letter c
.,, referred to as "the reason Perseroan is not possible to proceed", among other things:
., a., a. The company does not perform (non-active) business activities for 3 (three) years or more, as evidenced by the notice letter delivered to the tax agency;
., b. In terms of most of the shareholders, there is no known address despite being called through advertising in the Newspaper so that it cannot be held by RUPS;
., c. in terms of a controlling stake in Perseroan such that the RUPS cannot take valid decisions, for example 2 (two) the shareholders have each 50% (fifty percent) of shares; or
., d. The wealth of Perseroan has been reduced so that with the wealth of the company there is no way to continue its business activities.
Verse (2)
.,, pretty clear
Section 147
.,, Verse (1)
.,, the 30 (thirty) day count begins as of the date:
a. dissolution by RUPS because the Perseroan is dissolved by RUPS; or
., b. The court-fixing that has gained the power of the law remains because the company was dissolved on the basis of the court.
Verse (2)
., clear enough.
Verse (3)
.,, the 60 (sixty) term count of the day started from the date of the announcement of the notice to the final creditor, for example, the announcement in the Newspaper on 1 July 2007, the announcement in the Republic of Indonesia News of the Republic of Indonesia on 3 July 2007. In July 2007, the most recent announcement date was on July 3, 2007.
Verse (4)
.,, pretty clear
Article 148
.,, pretty clear.
Section 149
.,, Verse (1)
.,, the letter a
.,, pretty clear
Letter b
., referred to as "in the plan of the division of the liquidation of liquidation", including the details of the debts and the payment plans.
Letter c
., clear enough.
Letter d
., clear enough.
Letter e
.,, referred to as ' other actions that need to be done in the execution of wealth impound ", among others applying for bankruptcy because the Perseroan debt is greater than the wealth of the Perseroan.
Verse (2)
., clear enough.
Verse (3)
., clear enough.
Verse (4)
.,, pretty clear
Section 150
.,, pretty clear.
Section 151
.,, pretty clear.
Section 152
.,, Verse (1)
., referred to as "responsible liquidators" is the liquidator should give the account of the accountability of the liquidation done.
Verse (2)
., clear enough.
Verse (3)
., clear enough.
Verse (4)
., clear enough.
Verse (5)
., clear enough.
Verse (6)
., clear enough.
Verse (7)
., clear enough.
Verse (8)
., clear enough.
Section 153
.,, pretty clear.
Section 154
.,, Verse (1)
.,, essentially against a Perseroan that performs certain activities in the field of capital markets, for example the Open Perseroan or the exchange of effect applies provisions in this Act. However, given the activities of the association with particular properties different from the common Perseroan, it is necessary to open the possibility of special arrangements for the Company.
The specific arrangement is, among other things about the capital, which is related to the repurchase of the shares of Perseroan, and the voting rights and the hosting of the RUPS.
Verse (2)
., referred to as "the principle of Perseroan law" is a legal principle related to the nature of the Perseroan and Organ Perseroan.
Section 155
.,, pretty clear.
Article 156
.,, pretty clear.
Section 157
.,, Verse (1)
., clear enough.
Verse (2)
., clear enough.
Verse (3)
., referred to as "Perseroan that has acquired legal entity status under the laws" is a legal entity established under the Code of Trade Law and Act Number 1. 1995 about the Limited Perseroan.
Verse (4)
.,, pretty clear
Article 158
., under this provision, the ownership of the shares by any other Perseroan must already be transferred to other parties that are not subject to the prohibition as referred to in Article 36 in the term of 1 (one) year since the enactment of this Act.
Article 159
.,, pretty clear.
Section 160
.,, pretty clear.
Section 161
.,, pretty clear.
