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SHEET COUNTRY
REPUBLIC OF INDONESIA
| No. 115, 2005 | (Explanation in Additional State Sheet of the Republic of Indonesia Number 4554) |
GOVERNMENT REGULATION OF THE REPUBLIC OF INDONESIA
NUMBER 43 YEAR 2005
ABOUT
MERGERS, SMELTERS, TAKEOVERS,
AND CHANGE IN THE SHAPE OF THE LEGAL BODY
THE STATE-OWNED BUSINESS AGENCY
WITH THE GRACE OF THE ALMIGHTY GOD
PRESIDENT OF THE REPUBLIC OF INDONESIA,
.,,, weighed: that to implement the provisions of Article 65 and Section 92 of the Law No. 19 of 2003 on the State-owned Enterprises, then it needs to establish Government Regulation on Incorporation, Smelting, Takeover, and Change Form of State-owned Entity Legal Body;
.,, Given: 1. Section 5 of the paragraph (2) of the Basic Law of the Republic of Indonesia Year of 1945;
., 2. Law No. 1 of 1995 on the Limited Perseroan (State Sheet of 1995 Number 13, Additional Gazette State Number 3587);
., 3. Law Number 17 Year 2003 on State Finance (State Sheet Of 2003 Number 47, Additional Gazette State Number 4286);
., 4. Law No. 19 of 2003 on the State Governing Body (State Gazette 2003 Number 70, Additional Gazette State Number 4297);
DECIDED:
.,, Setting: GOVERNMENT REGULATIONS ON INCORPORATION, SMELTING, TAKEOVER, AND CHANGES IN THE FORM OF STATE-OWNED ENTERPRISE ENTITIES.
BAB I
UMUM PROVISIONS
Section 1
In this Government Regulation referred to by:
., 1. The State-owned Enterprises, which is then called the BUMN, is an entire business entity or most of its capital is owned by the state through its direct inclusion of the wealth of the segregated state.
., 2. Company Perseroan, later called Persero, is a limited liability company whose capital is divided into shares that are all or at least 51% (fifty-one percent) owned by the country whose primary purpose is. Chasing a profit
., 3. The General Company, which is subsequently called Perum, is a BUMN whose entire capital is owned by the state and is not divided into stocks, which aim for the general benefit of the provision of goods and/or services that are of high quality and pursuit and pursuit. benefits based on the company's management principles.
., 4. A merger is a legal action performed by a single BUMN or more to merge itself with other existing UMN and the subsequent BUMN which combines itself into disbanding.
. .5. A smelter is a legal action carried out by two or more companies to immerate themselves by forming a new BUMN and the self-immerting UMN becomes disbanding.
., 6. A takeover is a legal action undertaken by the BUMN to take over either large or all shares of BUMN or limited liability that may result in a controlling interest in control of the BUMN or the limited liability of such companies.
., 7. The change in the form of the BUMN Legal Body is a change in the form of Perum to Persero or vice versa.
., 8. The Minister is the appointed minister and/or authorized to represent the Government as a general meeting of shareholders (RUPS) in terms of the entire capital Persero is owned by the state and as a shareholder in Persero in terms of part of Persero's capital. owned by the state, as well as as a capital owner on Perum with regard to the laws.
., 9. The Minister of Technical Affairs is the minister who has the authority to regulate the policy of sector where the BUMN conducts business activities.
Section 2
The intent and purpose of the Combined, Takeover And Takeover Of BUMN is for:
., a., a. improving efficiency, transparency and professionalism in order to benefit the BUMN;
B. improving the performance and value of BUMN;
.,, c. provides optimal benefits to states of dividends and taxes; and
., d. producing products and services with a competitive quality and price to consumers.
BAB II
THE TERMS OF THE MERGE, THE SMELTER
AND THE BUMN TAKEOVER OF
Section 3
Incorporation and dissolution as set in this Government Regulation can be done without holding the liquidation first
Section 4
The merger, Dissolution and Takeover Of BUMN is set with government regulation.
Section 5
The merger, dissolution and takeover of the BUMN as referred to in Article 4 is done with the following provisions:
., a., a. Merger performed between Perum with another Perum, or Persero with other Persero;
., b. Smelting performed between Perum with another Perum, or Persero with other Persero; or
., c. Perum's takeover of Persero, Perum against a limited company, Persero against the other Persero, or Persero against a limited liability.
Section 6
The Mergers, Dissolution and Takeover as referred to in Article 5 can only be done with the approval of the RUPS for Persero and the Minister for Perum.
Section 7
.,, (1) The merger, Dissolution and Takeover Of BUMN as referred to in Article 5 is done with regard to:
.,
., a., a. Persero and/or Perum's interests are concerned, minority shareholders and employees of Persero and/or Perum are concerned;
B. asas competition is healthy and asas public interest.
.,, (2) The merger, Dissolution and Takeover Of BUMN should also pay attention to the interests of the creditors.
Section 8
In the course of the merger, the BUMN Seizure And Takeover as referred to in Section 5, for Persero applies to the provisions and principles applicable to limited liability as set forth in the laws of the field. limited liability.
BAB III
ORDER THE MERGERS, THE SMELTERS
AND THE BUMN TAKEOVER OF
The First Part
Common
Section 9
., (1) The merger, Dissolution and Takeover Of The BUMN was proposed by the Minister to the President accompanied by the basis of consideration after being studied together with the Minister of Finance.
.,, (2) The study of the Joint Plan, Dissolution And Takeover of the BUMN as referred to in paragraph (1), may include the Technical Minister and/or other ministers and/or other chief agencies that are viewed as necessary, and/or Using an independent consultant.
.,, (3) In the event of the initiative of the merger, the Dissolution and Takeover Of The BUMN as referred to in paragraph (1) is derived from the Technical Minister, then the proposal is presented to the Minister, for further studies under the coordination of the Minister.
Section 10
The merger, Dissolution and Takeover Of The BUMN was implemented by the Minister after the publication of government regulations on the Mergers, Dissolution And Takeover Of The BUMN is concerned.
The Second Part
The Persero Mergers and Dissolution Methods
with Persero as well as the Persero Takeover
or Limited Perseroan by Persero
Section 11
.,, (1) The manner of the merger and dissolution of Persero with Persero is performed in accordance with the laws of the limited liability area.
.,, (2) Limited use of Persero or Perseroan Perseroan ways by Persero is performed in accordance with the laws of the limited liability field.
The Third Part
Set The Perum Merge Manner with Perum
Section 12
.,, (1) The Perum Directors will perform the Compiler drafting the Combined Design.
.,, (2) The Combined Design as referred to in paragraph (1) at least contains:
., a., a. the name and place of the Perum position that will perform the merger;
., b. the reason as well as the explanation of the Perum Directors that will perform the merger and the Governing Requirements;
c. draft of the base budget change Perum of the merged results;
., d. balance sheet, calculation of profit that includes 3 (three) years of Perum ' s last book that will perform the merger; and
e. things to know by the Minister, among other things:
.,
.,, 1) the balance sheet of the Perum Perum combined with financial accounting standards, as well as estimates of matters relating to the advantages and losses and the future of Perum which can be obtained from the combine based on results independent expert assessment;
2) how to resolve the status of the employee who will merge;
3) means the completion of Perum's rights and obligations to a third party;
.,, 4) the arrangement, salary and other allowances for the Board of Directors and the Supervising Board of Directors;
5) the estimated term of the Combined Execution;
.,, 6) the report regarding the circumstances and the path of Perum as well as the results that have been achieved;
.,, 7) Perum ' s primary activities as well as its changes during the year of the book running;
.,, 8) details of the problems arising during the year of the running book affecting Perum activities;
9) the name of the Board of Directors and the members of the Supervising Board of Perum;
10) salaries and other benefits for members of the Board of Directors and members of the Supervising Board of Perum.
Section 13
In the case of the Perum that will perform the Company with a subsidiary, the Combined Design includes the Perum's consolidated balance sheet as well as the proforma balance of the Perum of the merged results.
Section 14
In addition to the terms specified in Section 12 and Section 13, the Composite Plan must contain the affirmation of the Perum that will receive the merged upon receipt of the transfer of all rights and obligations of the Perum that would combine Self.
Section 15
The design of the merge as referred to in Article 12 is signed by the Board of Directors and the Perum Supervising Board that will merge.
Section 16
.,, (1) the Summary of the Composite Design as referred to in Section 15 is required to be announced by the Perum Directors that will conduct the least one in 1 (one) newspaper and be announced in writing to the Perum employees who will perform the slowest 7 (7) days after the Combined Design is signed.
.,, (2) The announcement as referred to in paragraph (1) contains the notice that the interested party may acquire the Combined Design at the Perum headquarters since the date of the announcement.
Section 17
.,, (1) Kreditor may submit an objection to the Perum Directors who will perform the slowest merger 14 (fourteen) days after the announcement as referred to in Article 16.
.,, (2) If in the timeframe as referred to in paragraph (1) the creditor does not file any objections, then the creditor is deemed to approve the merger.
., (3) The objection of the creditor as referred to in paragraph (1) is delivered by the Directors to the Minister in order to get a settlement.
.,, (4) During the settlement as referred to in paragraph (3) has not been reached, then the Merger cannot be implemented.
Section 18
.,, (1) The Combined Design as referred to in Article 15 is required to be delivered to the Minister for the slowest approval of 30 (thirty) days from the date of the announcement as referred to in Article 16.
.,, (2) The Minister ' s Agreement against the Composite Design as referred to in paragraph (1) is provided if the Combined Design has been in accordance with the results of the study as referred to in Section 9 and there is no objection to the creditor or The creditor objection has been resolved.
.,, (3) The consent of the Minister as referred to in paragraph (1) is conducted at least 30 (thirty) days since the Combined Design was received by the Minister.
Section 19
.,, (1) In the case of the Minister approving the Draft Design as referred to in Article 18, then the Minister proposes a draft of the government regulations regarding the merger of Perum to the President the slowest 14 (fourteen) days count since The Secretary's approval date for the Minister's approval.
., (2) In terms of the merger of Perum resulting in a change in the base budget, the draft government regulation as referred to in paragraph (1) contains the basic budget of Perum which receives the merger.
Section 20
.,, (1) The merger comes into effect from the effective date of the government ' s regulations regarding the Perum Combined.
.,, (2) Counted upon the enactment of the Perum merger as referred to in paragraph (1), then all the wealth, rights and obligations of Perum that combine itself are switched due to the law to the Perum that accepts the Mergmen.
Section 21
The Director of Perum who accepts the Concurrent User is required to register the Company in accordance with the laws in the company's mandatory field of list.
Section 22
The perum that combines self-disbanding counts since the merger is as referred to in Article 20.
Section 23
.,, (1) Since the date of the Joint Design Agreement by the Minister as referred to in Article 18, the Perum Directors who combine are prohibited from doing legal deeds unless necessary in order to perform the merger.
.,, (2) The violation of the provisions as referred to in paragraph (1) is the responsibility of the Perum ' s Directors concerned.
The Fourth Part
The Perum Dissolution Method with Perum
Section 24
The provisions referred to in Article 12, Section 13, Article 15, Article 16, Article 17, Section 18, Article 20, Article 22 and Article 23 apply also to the Perum of Perum Dissolution Law with Perum.
Section 25
In addition to the loading of the matters contained in Article 12 and Section 13 juncto Section 24, the Design of Perum with Perum must contain the affirmation that any wealth, rights and obligations of Perum shall be transferred into rights and duties. Perum proceeds of the Dissolution.
Section 26
.,, (1) In the case of the Minister approving the draft of the Dissolution, then the Minister proposes a draft government regulation on the dissolution of Perum to the President of the slowest 14 (fourteen) days from the date of approval of the design of the Dissolution by Minister.
.,, (2) The draft of the government regulations as referred to in paragraph (1) at least contains:
., a., a. statement of Perum ' s dissolution and the establishment of Perum result of the dissolution;
B. intent and purpose of Perum proceeds of the Dissolution;
c. magnitude of Perum Capital proceeds of dissolution; and
D. Perum's budget for the dissolution.
Section 27
Board of Perum proceeds of the compulsory dissolution enlist the Dissolution in accordance with the laws in the mandatory field of the company list.
The Fifth Part
Set The Persero Takeover Method
or Limited Perseroan by Perum
Section 28
A Limited Perseroan Takeover or Perseroan manner by Perum is performed in accordance with the limited set-acquisition method set forth in the laws of the limited liability field.
BAB V
CHANGES IN THE SHAPE OF THE ALBUM LAW BODY
The First Part
Common
Section 29
Changes to the BUMN Legal Body Form are set with
government regulations.
Section 30
.,, (1) The change of the Form of the BUMN Legal Body as referred to in this Government Regulation is carried out without holding a liquidation.
., (2) With the existence of a Change in the Form of the BUMN Legal Body, then all of the wealth, rights and obligations of the BUMN are amended in the form of its legal entity, into wealth, rights and obligations of BUMN changes in the form of the legal entity.
Section 31
.,, (1) The change in form of Perum ' s legal body into Persero comes into effect from the date of the approval of the basis of the Persero base of the change in the form of legal entity form by the authorities.
.,, (2) The change in the form of Persero legal entity to Perum comes into effect from the effective date of government regulation on the establishment of Perum the outcome of the change of the body form of the law.
Section 32
.,, (1) The revamped BUMN Neraca form its legal entity is audited by an external auditor appointed by the Minister.
.,, (2) The opening Neraca of the BUMN results changes the form of the legal body passed by the Minister.
The Second Part
Set The Form Of Change Form
The BUMN Legal Body
Section 33
.,, (1) The change of Form of the BUMN Legal Agency was proposed by the Minister to the President accompanied by the basis of consideration after being studied together with the Minister of Finance.
.,, (2) The study of the BUMN Legal Body Change Plan as referred to in paragraph (1) may include the Technical Minister and/or other minister and/or other authority that is viewed as necessary and/or use a consultant Independent.
.,, (3) In terms of the initiative Change of the BUMN Law Agency as referred to in paragraph (1) comes from the Technical Minister, then the initiative is delivered by the Minister of Technical Affairs to the Minister for further study of the study. Minister.
Section 34
.,, (1) The change in the form of the Persero legal body to Perum is carried out based on the RUPS decision.
.,, (2) The change of form of Perum legal body into Persero is carried out on the basis of the Minister ' s decision.
Section 35
., (1) The BUMN Directors who will perform a change in the form of the legal body compose a draft change of the form of the body of the law.
.,, (2) The draft changes in the form of the legal entity as referred to in paragraph (1) at least contain:
., a., a. name and place of BUMN position that will do a change of form;
., b. the reason as well as the explanation of BUMN ' s Directors that will make changes in the shape of the legal entity and the legal body shape change requirements;
.,, c. draft of the basic budget changes BUMN changes the form of the legal entity;
., d. balance sheet, calculation of profit that includes 3 (three) years of BUMN ' s last book that will change the form of a legal entity; and
e. things to know by RUPS/Ministers, among other things:
.,
.,, 1) the balance sheet of proforma BUMN results changes in the form of legal entities in accordance with financial accounting standards, as well as estimates regarding matters relating to the advantages and losses and future of the BUMN that can be obtained from the change of form legal entity;
2) how to resolve employee status;
3) the means of completion of the BUMN rights and obligations against a third party;
.,, 4) the arrangement, salary and other benefits for the Board of Directors and the Commissioner/Supervising Board of changes in the form of the legal entity;
5) the estimated term of execution of the change of the legal body shape;
6) reports of the state and the path of the BUMN as well as the results that have been achieved;
.,, 7) the main activities of BUMN as well as its changes during the year of the book running;
.,, 8) details of the problems arising during the year of the running book affecting the activities of BUMN;
9) the names of the members of the Directors and members of the Commissioner/Supervising Board of BUMN; and
10) salaries and other benefits for the members of the Board of Directors and members of the Commissioner/Supervising Board of BUMN.
Section 36
In the case of a BUMN that will make a change in the form of the legal entity having a subsidiary, the design changes in the form of the legal body include the balance sheet of the BUMN as well as the proforma balance of the BUMN outcome changes in the form of the legal entity.
Section 37
The draft change in the form of the legal entity as referred to in Article 35 is signed by the Board of Directors and the Commissioner/Supervising Board of BUMN that will change the form of the legal entity.
Section 38
.,, (1) Summary of the design of the change in the form of the BUMN legal entity as referred to in Article 37 is required to be announced by the BUMN Directors that will make the least legal entity's form change in 1 (one) newspaper and be announced in a statement. written to the employee of the slowest 7 (seven) days after the Draft Change the form of the BUMN legal body is signed.
.,, (2) The announcement as referred to in paragraph (1) contains also the notice that the interested party may obtain the Draft Change Form of the BUMN Legal Body in the office of the concerned BUMN center as of the date of the announcement.
Section 39
.,, (1) Kreditor may submit an objection to the BUMN Directors which will make changes to its legal body form the slowest 14 (fourteen) days after the announcement as referred to in Article 38.
.,, (2) If in the timeframe as referred to in paragraph (1) the creditor does not file any objections, then the creditor is deemed to agree to a Change Form of the BUMN Legal Body.
.,, (3) The objection of the creditor as referred to in paragraph (1) is delivered by the Board of Directors to the RUPS/Ministerial to the completion of the settlement.
.,, (4) During the settlement as referred to in paragraph (3) has not been reached, then the Change Form of the BUMN Legal Agency cannot be implemented.
Section 40
.,, (1) In the event of a change in the form of the legal entity Perum becomes Persero, the draft Change of the Form of the Legal Body as referred to in Article 37 is required to be delivered to the Minister to obtain the slowest approval of 30 (thirty) days since the date of the announcement as referred to in Article 38.
.,, (2) The Minister ' s Agreement as referred to in paragraph (1) is provided if the Design has been in accordance with the results of the study as referred to in Article 35 and there is no objection from the creditor or the creditor objection has been resolved.
.,, (3) The consent of the Minister as referred to in paragraph (1) is conducted at least 30 (thirty) days since the draft change in the form of the legal entity is accepted by the Minister.
Section 41
.,, (1) In terms of the change in the form of the Persero legal entity to Perum, the draft Change Form of the Legal Body as referred to in Article 37 is mandatory for the approval of the RUPS.
.,, (2) the RUPS as referred to in paragraph (1) is exercised at least 30 (thirty) days from the date of the announcement as referred to in Article 38.
., (3) The Agreement of RUPS as referred to in paragraph (1) is provided if the Design has been in accordance with the results of the study as referred to in Article 33 and no objection from the creditor or the creditor objection has been resolved.
.,, (4) In the event of a change in the form of a Persero legal entity that not all of its shares are owned by the State, in addition to meeting the requirements as referred to in paragraph (3), the RUPS approval is granted after an agreement is obtained regarding the settlement. the rights of minority shareholders or the rights of minority shareholders have been resolved.
.,, (5) the RUPS call as referred to in paragraph (1) is required to be delivered by the Board of Directors to the slowest shareholder 14 (fourteen) days prior to the execution of the RUPS as referred to in paragraph (2).
Section 42
The Minister is required to deliver a draft of the Government's regulations on the Change of the Form of the BUMN Legal Body to the President at least 30 (thirty) days since the Design of the Change of the Form of the Law Board is set by the RUPS/Minister in question Article 40 and Article 41.
Section 43
.,, (1) After the enactment of the government regulations regarding the change in the form of the Perum law body to Persero, the implementation of the change of form of the body of the law is carried out in accordance with the establishment mechanism of the limited liability as set in Laws in the fields of the company are limited.
.,, (2) After the enactment of the government regulations regarding the change in the form of Persero ' s legal body to Perum, the Perum Board of Directors the result of the change in the form of the legal entity in no time at least 30 (thirty) days since the enactment of government regulations It's mandatory:
.,
., a., a. reported changes in the form of the legal entity referred to the authorities;
B. register in the company list; and
c. announce in Additional News of the State of the Republic of Indonesia;
BAB VI
OTHER LAIN-CONDITIONS
Section 44
Perum Board of Directors or the Compulsory Dissolution shall announce the results of the least in 1 (one) letter of the slowest 30 (thirty) days from the expiration date of the merger or the dissolution.
Section 45
.,, (1) In carrying out its duties in the framework of Mergers, Smelters, Takeovers, and Change of Legal Body Forms, the Directors act for the benefit of the company.
.,, (2) In the event of a clash of interests between companies with Directors, then the Directors are required to disclose it in the proposed Merger, Smelting, Takeover and Change of Legal Body Forms.
., (3) The provisions as referred to in paragraph (1) apply anyway to the Commissioner and the Supervising Board of Perum.
Section 46
The incorporation, dissolution and takeover of open Persero is exercised with regard to the laws in the field of capital markets.
BAB VII
CLOSING PROVISIONS
Section 47
This Government Regulation shall come into effect on the date of the promulctest.
In order for everyone to know it, order the invitational of this Government Regulation with its placement in the State Sheet of the Republic of Indonesia.
.,, Set in Jakarta
on October 25, 2005
PRESIDENT OF THE REPUBLIC OF INDONESIA
-DR. H. SUSILO BAMBANG YUDHOYONO
Promulgated in Jakarta
on October 25, 2005
MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA,
HAMID AWALUDIN
ADDITIONAL
STATE SHEET RI
| No. 4554 | (Explanation Of State Sheet 2005 Number 115) |
EXPLANATION
Above
GOVERNMENT REGULATION OF THE REPUBLIC OF INDONESIA
NUMBER 43 YEAR 2005
ABOUT
MERGERS, SMELTERS, TAKEOVERS,
AND CHANGE IN THE SHAPE OF THE LEGAL BODY
STATE OWNED ENTITY
UMUM
.,, in the national economic system, the BUMN co-produces the necessary goods and services in order to realize the enormity of the prosperity of the people. The role of the BUMN is perceived to be increasingly important as a pioneer or pioneer in private sector-sector businesses that are not in private interest. In addition, the BUMN also has a strategic role as a public service managing, a counterweight of large private powers and co-development of small business and cooperative efforts. BUMN is also one of the country ' s significant sources of acceptance in the form of various types of taxes, dividends and privatization results.
., given the strategic role of the BUMN, it needs to be sought for the creation of a healthy and efficient climate, so that it opens a considerable opportunity for the BUMN to grow and evolve more dynamically according to the development of the business world.
.,, the efforts of a healthy and efficient climate creation for the BUMN should remain in reference to the asas of national economic development as mandated in Article 33 of the Constitution of the Republic of Indonesia in 1945.
.,, an attempt to create a healthy and efficient climate creation, among other things can be done through the restructuring of the BUMN as a joint act (merger), dissolution (consolidation), takeover (acquisition) BUMN, with regard to the interests of the company, shareholders/owners of capital, employees, and the public including a third party of interest.
., By performing the Combined, Seizure And Takeover, expected BUMN can improve efficiency, transparency and professionalism so that it becomes a healthy BUMN, improving the company ' s performance and value, providing optimal benefits to a country of dividends, tax, labor absorption, and competitive products and services to consumers.
., Furthermore, with regard to the weight point of the business goal of the BUMN can be made a change in the form of the BUMN Legal Body, whether from Perum to Persero or vice versa.
., as we know that the problem of merging, smelting, limited acquisitions has been set up in Law No. 1 of 1995 on the Limited Perseroan and its implementation regulations. Associated with Law No. 19 of 2003 on the State-owned Business Agency which subjured the Persero-shaped BUMN to the provisions applicable to limited liability in general, then in this Government Regulation, Merger, Dissolution and the Takeover of Persero is held under the laws of the limited liability area.
.,, based on such considerations above and in the course of the implementation of Law No. 17 of 2003 on State Finance and Law No. 19 of 2003 on the State-owned Enterprises, then it is considered necessary to establish a Government Regulation on Incorporation, Smelting, Takeover and Change of Form of State-owned Agency Legal Agency.
.,, In this Government Regulation, a more detailed arrangement is conducted against the process of the Combined, Dissolution, And Takeover associated with Perum. However, the Merger, Dissolution and Takeover Perum set in the Regulation of the Government refers to the principles that apply to the Combined Seizure, Dissolution and Takeover of the Perseroan.
., as for the materials set out in this Government Regulation include requirements, layout, creation of Incorporation, Dissolution, Takeover, Change of Form of BUMN Legal Agency, the obligation to announce, notify the employees, ha1-hal which must be contained in the Combined Design, Dissolution, and Change Form of the BUMN Legal Agency, objecting to the Joint and Takeover Plan and the Change of Form of the BUMN Legal Agency.
., By the course of this Government Regulation, it is expected to create a guideline for each person involved in the management and supervision of the BUMN as well as other parties in the terms of the Merger, Dissolution, Takeover and Change of the Form of the Agency The law of the BUMN.
SECTION BY SECTION
Section I
.,, pretty clear.
Section 2
.,, pretty clear.
Section 3
.,, pretty clear.
Section 4
.,, in this Government Regulation not to regulate the merger, dissolution and takeover of BUMN with companies other than BUMN, however, if it occurs and leads to changes in number and composition as well as the the inclusion of state capital, then it must be established with government regulations.
Section 5
.,, the letter a and b
., in the event of a merger or dissolution performed between Perum and Persero, then one of the legal bodies of the BUMN must change its form first, so that the form of the legal body of the BUMN would perform the merger or the Dissolution of the Governing body of the BUMN. Same.
Letter c
.,, in the case of a takeover by Perum or Persero against Perum, then the Perum which he has acquired must be changed first form his legal entity to Persero. This was in accordance with the provisions of Law No. 19 of 2003 on the State-owned Business Agency which governs that only the state may have Perum. After the Perum is changed, the process of Cession is done in accordance with the Takeover Persero Mechanism.
Section 6
.,, pretty clear.
Article 7
.,, Verse (1)
., referred to as "the principle of healthy enterprise competition" is that the merger, dissolution and takeover of the BUMN is done by avoiding the occurrence of/possible monopoly, oligopoly, or monopsoni in various ways. The shape that harms the community.
Verse (2)
.,, these Terms of Use are the implementation of the principles of the treaty law. The creditor in this regard is the creditor of the BUMN, which will perform the merger or the dissolution or which it will take or take over.
Article 8
., referred to as "limited liability laws" is the Law No. 1 of 1995 on the Limited Perseroan and its implementation regulations.
Article 9
.,, Verse (1) and verse (2)
.,, the Perscales delivered by the Minister to the President, among other things include an explanation of the resolution of the creditor objection to the joint plan, the dissolution and the takeover of the BUMN, if any.
A joint study with the Minister of Finance was done considering these actions could result in changes to the structure of the inclusion of state capital. While the involvement of the Technical Minister and/or other ministers and/or leaders of other agencies in relation to the sectoral policy on the BUMN business, the general service obligations (public service obligations), and due to the laws.
Verse (3)
.,, in the case of the proposed merger, the dissolution and the takeover of the BUMN were carried out on the initiative of the Minister of Technical Affairs, then the Minister included the Technical Minister in question in the study as referred to in verse (1).
Article 10
.,, pretty clear.
Article 11
.,, pretty clear.
Article 12
., referred to as the "proforma balance" in this Government Regulation is as referred to in the Government Regulation No. 27 of 1998 on the Combined Takeover, Dissolution, and Takeover Of Limited Liability.
Article 13
.,, pretty clear.
Section 14
.,, pretty clear.
Article 15
.,, the signing intended in this section is conducted by all members of the Board of Directors and members of the Supervising Board with regard to the corum as a meeting corum. If there are members of the Board of Directors and/or members of the Supervising Board that do not sign the Combined Design, it must be mentioned as a reason for the Joint Design.
Section 16
.,, in the announcement of the inclusion of the creditor rights to express objections in accordance with Article 17 of this Government Regulation.
The "newspaper" in the Government Regulation is an Indonesian-language daily newspaper that has a national circulation.
The meaning of "day" in this Government Regulation is the working day.
Section 17
.,, Verse (1)
., clear enough.
Verse (2)
., clear enough.
Verse (3)
., clear enough.
Verse (4)
.,, the "settlement" in this case should not mean the repayment of an immediate debt, but it can also be a deal on the resolution of a creditor objection.
Article 18
., sufficient timeframe is required to provide an opportunity for interested parties, including employees, in providing responses or objecting to the Draft Design.
Section 19
.,, pretty clear.
Section 20
.,, pretty clear.
Section 21
.,, referred to as the "company list" is the list as referred to in the 1982 3 Year Act of the Wajib List of Companies.
Article 22
.,, pretty clear.
Section 23
.,, Verse (1)
.,, these provisions are intended to circumvent the works of the laws of Directors that combine themselves that substantially change the Combined Design that the Minister has approved and known to the creditors. Nevertheless, the laws of the law are routine and important to the continuity of the operational activities of the Perum that combine, and public service can be carried out throughout the setup of the Combined Design.
Verse (2)
., clear enough.
Section 24
.,, pretty clear.
Section 25
.,, pretty clear.
Article 26
.,, pretty clear.
Section 27
.,, pretty clear.
Article 28
.,, pretty clear.
Article 29
.,, pretty clear.
Article 30
.,, the Change in Form of the BUMN Legal Body is essentially a transformation that only results in changes in the form of a legal entity without resulting in a change in legal subject (the subject of the law remains the same). Therefore, legally any rights and obligations attached to the BUMN prior to the change of form, remain attached to the corresponding BUMN following the occurrence of a change of form.
Article 31
., referred to as "the authorities" is the Minister of Justice as referred to in the 1995 Act No. 1 of the Limited Perseroan.
Section 32
.,, pretty clear.
Section 33
.,, Verse (1) and (2)
.,, a joint study with the Minister of Finance is done considering these actions may result in changes to the structure of the inclusion of the state capital. While the involvement of the Technical Minister and/or the leadership of other agencies in relation to the sectoral policy on the BUMN business, the rules of the invitation and the general service obligation (public service obligations).
Verse (3)
.,, in the case of the proposed changes of the form of the BUMN Legal Body carried out on the initiative of the Technical Minister, then the Minister includes the Technical Minister concerned in the study as referred to the paragraph (1) of this Article.
Article 34
.,, pretty clear.
Section 35
.,, pretty clear.
Section 36
.,, pretty clear.
Section 37
.,, pretty clear.
Article 38
., in the announcement of the inclusion of the creditor rights to express objections in accordance with Article 37 of this Government Regulation.
Article 39
.,, pretty clear.
Section 40
., sufficient timeframe is required to provide an opportunity for interested parties, including employees, in providing responses or objecting to the Draft Change Form of the Law.
Section 41
.,, pretty clear.
Article 42
., with this arrangement, attributed to the provisions of Article 33, Section 34, Article 35, Section 36, and Section 37 of this Government Regulation, then the order of the measures of Change of the Form of the Law Board of the BUMN is the study, drafting of the draft change form the legal entity, the announcement, the approval of the RUPS/Minister, and then proposed to the President accompanied by a draft government regulation.
Article 43
.,, pretty clear.
Section 44
.,, pretty clear.
Section 45
.,, pretty clear.
Section 46
.,, pretty clear.
Section 47
.,, pretty clear.
