Akibat Hukum Berkurangnya Kemandirian Anak Perusahaan oleh Pengendalian Induk dalam Perusahaan Holding (Studi pada Holding BUMN Perkebunan)

Abstract

PT Perkebunan Nusantara III (Persero) is the holding company of PT Perkebunan Nusantara I, II, IV to XIV in the structure of holding BUMN Plantation. In order to accelerate its operasions, the parent company exercise control by issuing a set of policy norms tobe applied to subsidiaries. However, in practice, in addition to issuing policy provision, the parret company is also directly involved in the operations of subsidiaries to the most technical matter, so that the subsidiaries as a separate legal entities, has lost its independence in manging the operation of the subsdiary which sholud be implemented by the Board of Directors of Subsidiaries. As for the problems that arise in this study, the most crucial is whether the legal consequences on the control of the parent company that cause the subsidaries to lose its independence. The theory used in this research are corporate legal entity and piercing the corporate veil. The result of this sudy conclude that the juridical position of the legal entity of parent company ands its subsidiary is an independent legal entity and each has the right to carry out its own legal actions. However, in business reality, it is undeniable that the operations of its subsidiaries are fully subject to the control of holding company. In this case, the subsidiary has become an alter ego of the shareholders (PTPN III). Thus, refeering to the doctrine of piercing the corporate veil, shareholders (PTPN III) potentialy responsible for personal property (PTPN III) in the event of losses to the subsidiaries and thirt parties.