Abuse of General Meeting of Shareholders Implementation by Commissioners and Its Legal Consequences on the Deed of Meeting Resolution Statement Made by a Notary
DOI:
https://doi.org/10.46799/ajesh.v4i1.516Keywords:
Abuse of GMS, Limited Liability Company, Wrongful ActAbstract
The General Meeting of Shareholders (GMS) is a crucial decision-making mechanism in a Limited Liability Company, but it is often misused for personal or group interests, leading to abuse in its implementation. This study aims to analyze the legal framework governing the validity of corporate changes through GMS, as well as the legal consequences arising from its abuse by commissioners, particularly regarding the deed of meeting resolutions made by notaries. The research employs a normative juridical approach with a descriptive-analytical typology. It examines instances where the abuse of GMS by commissioners or related parties harms other shareholders or third parties, within the context of tort law. The findings indicate that the validity of corporate changes through GMS is highly dependent on the adherence to clear meeting procedures, quorum requirements, shareholder approval, and ratification by the Ministry of Law and Human Rights, in accordance with the company's Articles of Association and relevant laws. In cases of abuse, the deed of meeting resolutions issued by notaries is deemed invalid and legally non-binding, as it fails to comply with the Company Law and Articles of Association. This opens the possibility for affected parties to pursue civil or criminal legal action.
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Copyright (c) 2025 Arini Mutiara, Mohamad Fajri Mekka Putra

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