Analisis Yuridis terhadap Keabsahan Surat Pemanggilan Rapat Umum Pemegang Saham (Studi Putusan Nomor 2917 K/Pdt/2016)

Abstract

A General Meeting of Shareholders (GMS) may be held if more than half of the total shares with voting rights are present or represented, unless otherwise stipulated by law and/or the articles of association requiring a higher quorum. The GMS may be convened by a court order if there are obstacles in organizing the meeting, such as the failure to meet the quorum. If the quorum requirement is not fulfilled in the first GMS, a second GMS may be called. If the quorum for the second GMS is still not met, the company may petition the Chief Judge of the District Court to determine the quorum for a third GMS. This thesis examines the validity of a GMS convened by the Board of Commissioners on the grounds of the Board of Directors' incapacity, the legal certainty of the provisions in the Limited Liability Company Law (UUPT) regarding quorum determination by the Chief Judge of the District Court, and the analysis of legal application by the panel of judges in the case of a company's petition for a GMS quorum determination in Supreme Court Decision No. 2917 K/Pdt/2016. The research method employed in this thesis is normative juridical with a descriptive-analytical approach. This study uses a statute approach and a case study approach. The data sources are secondary data consisting of primary, secondary, and tertiary legal materials relevant to the research problems, and the data were analyzed using deductive reasoning. The findings show that based on the court's decision, the term "registered letter" is not limited to postal service delivery only. In accordance with Article 1 point 13 of the Company Law, a company may petition the District Court Judge to determine the third GMS quorum by fulfilling the conditions stipulated in the Elucidation of Article 86 paragraph (5) of the Company Law. It is recommended that the Supreme Court issue a regulation (PERMA) on the mechanism of delivering GMS notices via registered mail so that judges will not interpret the term narrowly under the Company Law.