| dc.description.abstract | The regulation of legal relations between the holding company and its
subsidiaries in limited liability company law in Indonesia still uses the principle of a
single company, but in reality the economic activities carried out by the subsidiary
and the holding company are synergistic activities.
This research discusses legal issues between the holding company and its
subsidiaries, namely how is the legal construction of group company arrangements in
Indonesia, what are the responsibilities of the holding company as the majority
shareholder in a subsidiary company, what are the responsibilities of PTPN IV
(Persero) as the holding company of the majority shareholder in PT . Pamina
Adolina as a subsidiary.
This is a normative juridical research that is descriptive analytical. Sources of
data come from primary, secondary and tertiary data collected by library research.
Analysis of the data is carried out using a qualitative analysis with a deductive
approach. The research results explain that the legal construction of group company
arrangements in Indonesia based on Law No. 40 of 2007 still maintains juridical
recognition of the legal entity status of the holding company and its subsidiaries as
independent legal subjects, even though there is a link between holding company and
its subsidiaries. Based on this approach, the regulatory framework for group
companies in Indonesia uses a single company approach. The use of a single
company approach to managing group companies has implications for the
application of the legal principle of the holding company as a shareholder of a
subsidiary company protected by limited liability against the legal actions of a
subsidiary company. Furthermore, the responsibility of a holding company as the
majority shareholder in a subsidiary company legally applies the principle of limited
liability. The imposition of the Piercing the Corporate Veil Theory can be imposed on
the responsibility of the holding company towards its subsidiaries in special
conditions by using the instrumental doctrine. Piercing the Corporate veil theory is
applied to PTPN IV's responsibility to PT Pamina Adolina as a subsidiary in terms of
special conditions. These special conditions must be proven by presenting legal facts
that PTPN IV has control over PT Pamina Adolina as a subsidiary which causes the
loss of independence of the subsidiary. Based on the theory of alter ego and
instrumentality, PT Pamina Adolina is positioned as the agent of the shareholder,
namely PTPN IV. This shows that as an agent, PT Pamina Adolina is not responsible
for the actions taken by it in accordance with the aims and objectives of the
shareholders. | en_US |
