Legalitas Pembubaran Perseroan Terbatas yang Dilakukan Tanpa Pemberitahuan Kepada Pemegang Saham Lain (Analisis Putusan Pengadilan Negeri Yogyakarta Nomor 92/PDT.G/2020/PN.Yyk)

Abstract

In the Indonesian corporate legal system, the dissolution of a Limited Liability Company (PT) is a process governed by strict procedural rules outlined in Law Number 40 of 2007 concerning Limited Liability Companies. One of the fundamental principles in this process is the involvement of all shareholders through the General Meeting of Shareholders (GMS), which serves as the company’s highest decision-making body. However, instances still occur where a PT is dissolved unilaterally without notifying or involving all shareholders, particularly minority shareholders. Such actions raise significant legal concerns regarding the legitimacy of the dissolution and the extent of legal protection afforded to disadvantaged parties. This study focuses on the Yogyakarta District Court Decision Number 92/Pdt.G/2020/PN.Yyk, which deals with the unilateral dissolution of a PT without prior notification to other shareholders. The case underscores the importance of transparency, accountability, and the protection of shareholder rights in corporate governance, particularly in decisions involving the termination of a company’s legal existence. Using a normative juridical method and qualitative descriptive analysis, this study explores the statutory regulations governing PT dissolution, the legal implications of non-compliance with these procedures, and the judicial reasoning behind the court’s decision. Findings reveal that dissolving a PT without due notification violates existing legal provisions and undermines the shareholder’s right to information and participation in crucial decisions. The court rejected the defendant’s preliminary objections and concluded that the unilateral dissolution without a legitimate GMS was unlawful. The ruling emphasizes the necessity of legal safeguards for minority shareholders, including the use of derivative lawsuits to assert their rights. Thus, a PT dissolution conducted without proper notice is not only procedurally flawed but also threatens legal certainty and can result in material losses for shareholders.