Akibat Hukum Perbuatan Pendiri yang Tidak Merealisasikan Setoran Modal pada Perseroan Terbatas

Abstract

Founders who fail to fulfill capital contributions in a limited liability company (LLC) create legal uncertainty, as proof of capital contribution is a fundamental requirement for the company to obtain legal entity status. Such proof may take the form of deposit slips, a certificate from a bank, or a written statement signed by all directors and commissioners confirming the contribution. However, issues arise when founders do not fulfill their obligation to contribute capital as required. This research adopts a normative juridical method with a descriptive approach, utilizing statutory and library research methods. Data were collected through literature review and analyzed qualitatively. The study concludes that founders are obligated to fulfill their capital contributions after the company is established to ensure legal certainty for any legal acts carried out by either the founders or the company’s organs. Failure to do so constitutes an unlawful act. Founders and corporate organs who deliberately avoid capital contributions may have their shareholder rights suspended until obligations are fulfilled. Furthermore, any resulting losses—whether affecting the founders as shareholders or the company’s organs—will be jointly and severally borne. The findings emphasize that founders should fulfill their capital contributions as part of their responsibilities as shareholders to ensure that company organs can later carry out legal actions with full legal certainty.