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Asian Journal of Engineering, Social and Health

Volume 4, No. 1 January 2025

Volume 4, No. 1 January 2025 - (112-121)

ABSTRACT

The misuse of General Legal Administration (GLA) Online accounts, a system developed to streamline

public services for notaries, has caused significant issues, including unauthorized transfers of share

ownership and changes in director positions within Limited Liability Companies. This research aims to

analyze the legal mechanisms surrounding these corporate actions, investigate the challenges posed by

account misuse, and propose effective legal remedies for affected parties. Employing a doctrinal research

Council investigations, and State Administrative Court filings. This research highlights the need for

enhanced digital security measures, such as face recognition, and emphasizes stricter notary

accountability. Future research can explore the broader implications of digital platform governance in

corporate law, aiming to improve legal frameworks and prevent similar misuse.

Keywords: Account Abuse, Transfer of Share Ownership, Change of Director Position.

INTRODUCTION

General Legal Administration (GLA) online is a public service system under the auspices of

attestation and amendment services for Limited Liability Companies (Primananda et al., 2021).

Transfer of Share Ownership and Change of Position of Director of a Limited Liability Company Due to

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In the case of Limited Liability Companies, GLA online can provide information regarding Limited

Liability Company activities that can be accessed anywhere and anytime.

Problems also occur with the convenience of GLA online. As in the 57th discussion session

organized by Kelompencapir on October 24, 2024, with the title "Behind the Mushrooming of the

After an examination by the Regional Supervisory Council (RSC) and the Central

Supervisory Council (CSC) of 133 (one hundred and thirty-three) Notaries whose online GLA

accounts were misused by the service bureau, the Notary concerned stated that he had never

given access to his online GLA account to anyone. Misuse service bureaus can do by taking

vouchers that have not been used in the Notary's online GLA accounts. And until now, there have

been 67 (sixty-seven) Decrees and Notification Letters from the Ministry of Law and Human

Rights that have been cancelled due to misuse of GLA Online accounts (Kristomo, 2024).

In the case that the author examines, the Notary's online GLA account was misused by

another party, which resulted in the transfer of ownership of some shares and the change of

position as director of the Limited Liability Company. The plaintiff was previously the Director of

Shareholders (Substitute for the Extraordinary General Meeting of Shareholders) Statement of

Amendment to the Deed of Limited Liability Company of PT CHM Number: 09, dated May 17,

2022 and Deed of Statement of Resolution of the Meeting of Shareholders of PT CHM Number:

11 dated May 19, 2022 which seemed to be made by the Defendant as a Notary. These deeds

have obtained Approval Letter Number: GLA-AH.01.09-0013820.The year 2022, dated May 19,

2022, and Approval Letter Number: GLA-AH-01.09-0014379.Year 2022, dated May 21, 2022, from

the Ministry of Law and Human Rights of the Republic of Indonesia.

However, Defendant stated that he never issued the deeds because the deeds were never

recorded in his register book, and Defendant never accessed the changes in the names of the

shareholders, so Defendant stated that another unknown party had misused his online GLA

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the Minutes of Notary Protocol Examination Number: 230/002/RSC/VI/2022 of 2022 dated June

23, 2022.

Based on the background above, this research aims to analyze the legal mechanisms for

transferring share ownership and changing the position of directors in Limited Liability

the security and accountability of GLA Online services.

selecting informants based on their expertise and involvement in the issues being analyzed. The

research criteria focus on the legal framework governing the transfer of share ownership and the

change of director positions, particularly concerning the misuse of GLA Online accounts.

Data collection is conducted through a literature research, which includes analyzing laws

and regulations, court decisions, books, journals, and other relevant sources. Interviews are also

carried out to gather insights from informants. The legal materials used are divided into primary

legal materials, such as laws and court decisions, and secondary legal materials, including books,

journals, and credible internet sources (Soekanto, 2017).

Data analysis is conducted qualitatively, where the information obtained is interpreted

based on the author's understanding and synthesized to address the research questions. This

Shares are a sign of capital participation provided by shareholders in a Limited Liability

Company, which is used as proof of ownership rights (Karissa & Tobing, 2022). Shares in a Limited

Liability Company are issued in the owner's name.

Transfer of Share Ownership and Change of Position of Director of a Limited Liability Company Due to

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Volume 4, No. 1 January 2025

Shareholders in a Limited Liability Company can be individuals or legal entities (Listyowati,

2015). Capital investment from shareholders can obtain profits from the Limited Liability

Company in the form of dividends in proportion to what is invested in the Limited Liability

Company (Setiawati, 2024). Ownership of shares in a Limited Liability Company gives rights to

It can take the form of legal actions from shareholders,, such as buying and selling, or legal

actions from the ,company's directors, such as mergers, acquisitions, and consolidations.

Regarding how to transfer rights to shares, it can be determined in the articles of

association of the Limited Liability Company by considering the provisions stipulated in the

Company Law. Therefore, the articles of association of the Limited Liability Company and the

Company Law are very important to determine all legal actions in the Limited Liability Company

(Dewi, 2019). The form and manner of transfer of rights to shares is regulated in Article 56 of the

Obligations of the Board of Directors in terms of taking action:

1) The Company's Board of Directors shall record the transfer of rights to shares. Such record

2) The Board of Directors shall notify the Minister of the change in the composition of

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Furthermore, the Minister will record the transfer of rights over such shares in the Register

of Companies by 30 (thirty) days from the date of recording the transfer of rights. The articles of

association of Limited Liability Companies also regulate the terms or conditions for the transfer

of rights to shares, namely:

Law, can also be regulated in the articles of association of a Limited Liability Company. Suppose

the articles of association require shareholders who wish to sell their shares to first offer their

shares to shareholders of a certain classification or other shareholders within 30 (thirty) days

from the date the offer is made. In that case, it turns out that the shareholders do not buy, then

the shareholders who will sell their shares can offer or sell their shares to third parties.

In addition, in the case of granting approval or refusal regarding the transfer of rights over

shares that requires approval from the Company's Organs, which must be given within a

maximum period of 90 (ninety) days after the Company's Organs receive a request for approval

of the transfer of rights over the shares. And if, within the specified period, there is no written

statement, then the Company's Organs are deemed to approve the transfer of rights over the

articles of association that transferring share ownership requires the approval of the GMS only,

or it may also require the approval of the GMS and the approval of the Board of Commissioners.

Shareholders can be either individuals or legal entities. If a natural person owns the

shareholding, then it must be seen in terms of the deed of transfer of share rights whether it

requires the consent of the other party or not (Sekarningdyah, 2024). For example, if the

shareholder who wants to transfer his share ownership is a married individual without making a

marriage agreement, then in the deed of transfer of rights to shares, he needs the consent of his

husband or wife. However, if the shareholder is not married or has married his/her spouse by

making a marriage agreement, then he/she does not need the consent of anyone in the deed of

transfer of share rights (Mario et al., 2020).

entity. In that case, it must be seen from the provisions of the articles of association of the legal

Transfer of Share Ownership and Change of Position of Director of a Limited Liability Company Due to

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Volume 4, No. 1 January 2025

entity. Usually, the articles of association stipulate that the transfer of share ownership requires

the approval of the GMS or the approval of the Board of Commissioners, or it may require the

approval of both (Kuswiratmo & SH, 2016).

In the court decision that the author researched, there was a case of partial ownership

per Approval Letter Number: GLA-0034339.AH.01.02.Year 2022, dated May 21, 2022.

The transfer of ownership of some of the shares owned by the Plaintiff occurred without

the necessity to offer in advance to certain classified shareholders or other shareholders, was not

based on the approval of the Company's Organ and was carried out without a deed of transfer of

share rights. Therefore, the transfer of share ownership was not carried out by the provisions

required by the Company Law regarding the transfer of share ownership (Sriwati, 2020).

Change of Director Position in a Limited Liability Company

The Board of Directors is one of the Company Organs that has the authority to manage a

Limited Liability Company, which is a collection of several Directors. According to Munir Fuady,

what is meant by directors or directors in a Limited Liability Company is a Company Organ other

cannot be given to other organs of the Company. Therefore, the GMS fully owns the authority

and cannot be transferred to the Board of Directors or the Board of Commissioners, including

other parties outside the Company Organs, such as the authorities or the Court (Harahap, 2011).

There is an exception in the case of the establishment of a Limited Liability Company for the first

time, namely the appointment of members of the board of directors, which is carried out by the

founders. However, to make subsequent appointments, the authority moves from the founders

to the GMS.

In addition, the articles of association may regulate the procedures for the appointment,

replacement, and dismissal of members of the Board of Directors, as well as the procedures for

the nomination of members of the Board of Directors. In the case of appointment, replacement

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when the appointment, replacement and dismissal take effect. If it is not determined in the GMS,

the appointment, replacement, and dismissal shall take effect at the closing of the GMS.

The Company Law does not regulate the method of election or replacement of members

of the board of directors. So that it can be used by a majority vote in the GMS. The provisions

In addition, there is an alternative in terms of the implementation of the GMS through

decision-making outside the GMS, which can also be called a circular resolution, namely by

circulating the proposed decision to the shareholders. With this circular method, shareholders

can make decisions without face-to-face meetings. Decision-making is carried out by circulating

the shareholders' decision document to all shareholders in a Limited Liability Company to be

signed as a form of giving written approval on the condition that all shareholders must approve

and then the results of the shareholders' decision must be stated in the Deed of Statement of the

Shareholders' Decision (Can & Putra, 2024).

In the case that the author examines, there was a change of director without being

preceded by a GMS or through a circular decision caused by the Deed of Resolution of the

In the presentation given by Mr Constantinus Kristomo in the 57th Kelompencapir

Discussion with the title "Behind the Mushrooming of the Kenotariatan Service Bureau",

problems related to the misuse of online GLA accounts occur due to the lack of caution of

Notaries in maintaining online GLA accounts. The security of the Notary's account is crucial.

Therefore, Notaries must be careful in maintaining their online GLA accounts by not giving access

to their online GLA accounts to any party and changing account passwords regularly to minimize

data misuse or unwanted things because the security and confidentiality of online GLA accounts

are the responsibility of Notaries.

Currently, the Directorate General of GLA is preparing face recognition, which can later be

used by Notaries when logging into their online GLA account or what can be called the facial

implemented immediately. With the face recognition feature, it is hoped that it will reduce the

Transfer of Share Ownership and Change of Position of Director of a Limited Liability Company Due to

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Volume 4, No. 1 January 2025

abuse of online GLA accounts because later, being able to enter the online GLA account requires

the recognition of the face of the notary concerned (Kristomo, 2024).

As a solution provided by the Ministry of Law of the Republic of Indonesia against the

misuse of the GLA Online Notary account, which causes a transfer of share ownership and a

the Republic of Indonesia born as a result of misuse of the GLA Online account can be canceled

by making a police report and a report to the RSC in the District / City Notary concerned.

Furthermore, on the basis of the Police Investigation Report and RSC Investigation Report, it can

be used as the basis for filing a lawsuit to the Minister of Law and Human Rights of the Republic

of Indonesia through the State Administrative Court (PTUN) regarding the cancellation of the

Decree and/or Notification Receipt Letter. Furthermore, the concerned Notary can make a letter

of request for the cancellation of the Decree and/or Notification Receipt Letter addressed to the

Director of Business Entities Subdirectorate of Legal Entities of the Directorate General of General

Legal Administration by attaching the PTUN Decision on the cancellation of the Decree and/or

Notification Receipt Letter by the Minister of Law and Human Rights of the Republic of Indonesia.

CONCLUSION

The conclusion of this study shows that the provisions regarding the transfer of share

ownership and changes in director positions in Limited Liability Companies are clearly regulated

in the Limited Liability Company Law (UUPT) and the company's articles of association. For the

validity of the transfer of share ownership, certain requirements must be met, including the

making of a deed of transfer of rights, prior offer to other shareholders, as well as approval from

positions without legal procedures, violated the Company Law and the principles of good

corporate governance.

This research makes an important contribution in understanding the legal mechanisms

related to share transfers and director changes, and provides recommendations to prevent

misuse of GLA Online accounts. Legal practitioners and notaries are advised to increase

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implementation of biometric-based security technology to prevent account misuse. In addition,

further research is recommended to explore the regulation and governance of digital platforms

in the context of corporate law, including the legal implications of misuse of digital systems. The

findings are expected to serve as the basis for policies that support more secure, transparent and

Amiruddin, M. A. (2018). Implementasi cisco wireless controller pada jaringan direktorat jenderal

administrasi hukum umum kemenkumham ri. Fakultas Sains dan Teknologi UIN Syarif

Hidayatullah Jakarta.

Can, T. L., & Putra, M. F. M. (2024). Kedudukan Notaris Dalam Pembuatan Akta Pernyataan

Keputusan Sirkuler Berkaitan Dengan Penggantian Direksi Perseroan Terbatas. PALAR

(Pakuan Law Review), 9(4), 18–29.

Dewi, I. K. (2019). Pemindahan hak atas saham tanpa persetujuan organ perseroan terbatas.

Sapientiae Tv Irtus, 4(2).

Fuady, M. (2017). Perseroan Terbatas Paradigma Baru. Citra Aditya Bakti.

Harahap, M. Y. (2011). Hukum Perseroan Terbatas, Sinar Grafika. Jakarta.

Pemegang Saham. Visimedia.

Listyowati, N. (2015). Tanggung Jawab Hukum Perseroan Terbatas Yang Belum Berstatus Badan

Hukum. E-Jurnal Spirit Pro Patria, 1(2).

Mario, D., Hirsanuddi, H., & Muhaimin, M. (2020). Keabsahan Pengalihan saham TanPa melalui

PAHLEFI, P. (n.d.). Eksistensi RUPS sebagai Organ Perseroan Terkait Dengan Pasal 91 Undang-

Undang Perseroan Terbatas. Fakultas Hukum Universitas Jambi.

Primananda, E., Ragil, W., & Simatupang, D. P. (2021). Analisis Penerapan Sistem Ahu Online Pada

Ditjen Ahu, Kemenkumham Republik Indonesia: Suatu Kajian Yuridis Normatif. Jurnal Meta-

Sekarningdyah, A. H. R. (2024). Keabsahan Peralihan Hak Atas Saham (Studi Kasus Pada Putusan