Tanggung Jawab Penjual Saham Akibat Beralihnya Saham Tanpa Persetujuan Pemegang Saham (Studi Putusan Nomor: 82 K/Pdt/2020)

Abstract

Responsibility Of Share Sellers Due To Share Transfer Without Shareholder Approval (Case Study of Supreme Court Decision No. 82 K/Pdt/2020) Noni Kusuma WardhaniSitepu Sunarmi Mulhadi A Limited Liability Company (PT) is a business entity with capital divided intoshares, which can be transferred. Anylegal act involving the transfer of shares requiresthe approval of the General Meeting of Shareholders (RUPS). Conducting a legallyflawed RUPS that violates statutory regulations and the company's Articles ofAssociation can result in financial losses due to unauthorized share transfers, asillustrated in the case of PT X in Supreme Court Decision No. 82 K/Pdt/2020. Thisstudy aims to examine the legal regulation of share transfers, the liability of sharesellers resulting from unauthorized transfers, and the legal protection available toshareholders. This study employs a normative juridical research method, using primary,secondary, and tertiary data obtained through library research. The data is analyzedusing qualitative data analysis methods. The findings reveal that share transfers must comply with the Limited LiabilityCompany Law (UUPT). Article 57(1) of the UUPT mandates prior approval from thecompany's governingbody (RUPS). A legally flawed RUPS that breaches statutoryprovisions invalidates the share transfer process, holding the share seller liable forcompensation under Article 1365 of the Indonesian Civil Code (KUHPerdata).In theexamined case, Defendant I (HC) was ordered to pay share compensation amountingto IDR 4,000,000,000 to the plaintiff (AB), a shareholder. The court ruled that ABreceived legal protection in the form of compensatory damages of IDR 4,000,000,000as stipulated in Decision No. 82 K/Pdt/2020.