Perbuatan Melawan Hukum dalam Penyelenggaraan Rapat Umum Pemegang Saham Luar Biasa (RUPS-LB) oleh Ahli Waris yang Tidak Berwenang Atas Saham Perseroan (Analisis Kasus RUPS-LB NV. Javasche Bioscoop En Bouw Maatschappy)

Abstract

The EGMS case of NV. Javasche Bioscoop en Bouw Maatschappy is ignificant due to its complexity compared to other EGMS cases. This complexil rises from the inheritance of company shares. This study aims to analyze th legality of the heirs' claim of ownership of NV. Javasche Bioscoop en Bouw Maatschappy's shares in the context of inheritance law and corporate law, the EGMS proceedings, and the legal implications of the EGMS and the company's liquidation decision carried out by parties lacking full authority over the company's shares. The research method used is normative juridical, based on library research to obtain secondary data, including primary, secondary, and tertiary legal materials relevant to the research problem, analyzed normatively and qualitatively. Based on the analysis of the NV. »Javasche Bioscoop en Bouw Maatschappy case, it can be concluded that the heirs' share ownership claim has a strong legal basis from both inheritance law proven by the Heirs' Certificate and Court Decree-and corporate law, as documented in Deed No. 62 of 1962. Conducting the EGMS without involving all shareholders constitutes an unlawful act, violating several provisions of Law No. 40 of 2007, particularly regarding EGMS procedures (Articles 79, 82, and 85), while disregarding shareholders' rights. Consequently, the EGMS and its resulting liquidation decision are null and void based on the principle "acta nullius, nullum producit effectum," especially since it failed to meet the minimum quorum requirement of 3/4 of the total shares with valid voting rights as stipulated in Article 142 of Law No. 40/2007. This opens the possibility of a compensation claim based on Article 1365 of the Indonesian Civil Code concerning unlawful acts.