Prinsip Itikad Baik dalam Pengalihan Hak atas Saham pada Perseroan Terbatas Tertutup melalui Mekanisme Jual Beli (Analisis Putusan-Putusan Pengadilan)

Abstract

The principle of good faith is a fundamental principle in Indonesian contract law as affirmed in Article 1338 paragraph (3) of the Civil Code; however, its application in the transfer of shares in closely held limited liability companies through sale and purchase transactions often gives rise to disputes and legal uncertainty. This study aims to formulate concrete benchmarks for good faith by analyzing the main legal reasoning of judges (ratio decidendi) in disputes concerning the sale and purchase of shares in closely held limited liability companies. The formulation of problems in this study includes: How is the transfer of share ownership in closely held limited liability companies through sale and purchase associated with the principle of good faith in Indonesian contract law? What are the legal consequences of violations of the principle of good faith against deeds of share sale and purchase in closely held limited liability companies? How is the principle of good faith applied in the implementation of share sale and purchase transactions in closely held limited liability companies based on several court decision studies in Indonesia?. This study employs a normative juridical legal research method (normative juridical, conceptual, and case approaches), using secondary data research and interviews (judges, notaries, and advocates). The analysis is conducted using a deductive qualitative method and is descriptive-analytical in nature. Based on the results of the study, it can be concluded that good faith must be applied dynamically and objectively at three stages of the agreement, namely the pre-contractual stage, the performance stage, and the post-contractual stage. Violations of the principle of good faith may result in the deed being annulled, declared null and void by law, or degraded into a private deed, accompanied by consequences in the form of restitution or compensation. Judges' focus in court decisions lies on procedural compliance and contractual compliance. The government is encouraged to formulate objective indicators of violations of the principle of good faith. Notaries are obliged ot strengthen due diligence and to draft detailed clauses that include the consequences of deed annulment. All parties are urged to uphold both subjective and objective good faith at every stage of share sale and purchase transactions.