Pergeseran Badan Hukum Perseroan yang Dibuat dengan Akta Autentik Berupa Perseroan Terbatas dan Lahirnya Perseroan Perorangan yang Dibuat Tanpa Akta Autentik

Abstract

A publicly owned company as a legal entity is a new profit in indonesia which carries a new concept to the corporation in Indonesia. The establishment of a publicly owned company without any notarial authentic deed is different from a company established with memorandum of association. The objective of this research is to analyze the shift from establishing a publicly owned company without any notarial authentic deed to its establishment with an authentic deed. The research problems are as follows: whether a publicly owned company has the elements of legal entity according the legal theories and legal doctrines, how about the establishment of a publicly owned company which has no authentic deed is different from that which is established with authentic deed, and how about the legal force on evidence of a publicly owned company's memorandum of association issued by the Ministry of Law and Human Rights. This research uses juridical normative method, supported by primary data and secondary data which are analyzed qualitatively. The result of the research and the discussion suggest that, viewed from the theory of legal entity, a publicly owned company as legal entity has fulfilled the elements of legal entity in publicly owned company. However if it is viewed from legal doctrines proposed by Nindyo Pramono, it does not have any Articles of Association validated by the Minister of Law and Human Rights so that it is contradictory to his theory. The absence of an authentic deed in establishing a publicly owned company causes the incidence of shift in establishing it. It is because the owner hurriedly sets up the company and makes it as simple as possible in order to save the costs. However, the absence of an authentic deed ignores the role of a Notary in providing legal certainty for people. Before signing a deed, a Notary should verify the company owner's data and provides legal counseling about a company which will be established. The personal data of the person who will establish a company without any verification from the Ministry of Law and Human Rights will most like misuse his personal data. If it occurs, the harmed person can revoke the publicly owned company's memorandum of association in the State Administrative Court.