Soal Tentir UAS 2015 Asas-Asas Hukum Dagang

Perseroan Terbatas

1. Apa yang anda ketahui tentang PT? Kaitkan dengan

1. Definisi dan dasar hukumnya
1. According to the definition given by Article 1 of the Limited Liability Law no
40 year 2007, A limited liability is a legal entity constituting a capital
partnership, established based on an agreement, conducting business
activities with authorized capital which is entirely divided into shares and
fulfills the requirements stipulated in the Law and its implementing
regulations.
2. Wewenang dan tanggung jawab dari Organ PT
1. The organs of a limited liability company consists of the general meeting of
shareholders, the board of commissioners, and directors where which has
its own rights and capabilities.
2. According to the Limited Liability company law no 40 year 2007, we can see
in article 1 point 5 that the board of directors has the responsibility for the
management of the Company for the benefit of the Company, in accordance
with the purposes and objectives of the Company and representing the
Company, both inside and outside the court in accordance with the
provisions of the articles of association.
3. Furthermore in point 6 of the same law, we can see that the board of

3. Modal
2. Apa yang membedakan PT dengan PP, Firma, dan CV khususnya ditinjau dari aspek
eksternal?
3. Siapakah yang bertanggung jawab terhadap tanggung jawab yang timbul dari akibat PT?
Kaitkan dengan prinsip “pierce through the company’s veil”

Pedagang Perantara

1. Sebut dan jelaskan pengertian serta berikan dasar hukum dari

a. Bursa
b. Kasir
c. Makelar
d. Komisioner e. Ekspeditur

2. Jelaskan unsur-unsur makelar dan komisioner!

3. Apa perbedaan antara perjanjian ekpenditur dengan perjanjian pengangkutan?

Pembukuan Perusahaan

1. Apa itu dokumen perusahaan? Pada dasarnya pembukuan bertujuan untuk sebagai pembuktian,
siapakah yang wajib melaksanakan pembukuan, dan apakah pedagang perorangan, PP, Firma, CV
wajib melakukan pembukuan?
Surat Berharga
1. Apa itu surat berharga? Bandingkan dengan surat yang berharga?

2. Apa perbedaan antara wesel / draft dengan cek dan surat sanggup

Kasus

Hasan, Husin, Upin, dan Ipin merupakan sahabat sejak kecil yang bermimpi untuk membuat sebuah
usaha yang pada intinya bergerak di bidang pemberian jasa angkutan. Oleh mereka, usaha tersebut
diberi nama “PT. TIQI”. Akan tetapi, keempat sahabat tersebut tidak mengerti akan cara mendirikan
PT, oleh karena itu keempatnya mendatangi anda untuk meminta pendapat anda.

1. Jelaskan kepada keempat sahabat tersebut mengenai cara mendirikan PT TIQI!

1. According to the laws of limited liability no 40 year 2007, a limited liability as seen in
part 1 of the law should be made based on the consensus between 2 persons or
more where each of the persons would have to submit a capital to the relating
company. Furthermore before the process of request, we can also see the obligation
in name verification as seen in Article 9 paragraph 2 where business owners are
obliged to first submit and ask for the ministry’s approval for the limited liability’s
name. If the name has already been verified and approved by the ministry, then the
regulation stated that the owners must make a deed of establishment that contains
the complete and thorough data of their limited liability such as its naming,
purposes and goals, addresses, initial capital, the shareholders, the directors, as well
as the commissioners.
2. After making and completing the deed, article 9 stated that the owners have the
ability to ask for the notary to submit their registration of limited liability to the
ministry and that in order to obtain a Ministerial Decree regarding the legalization of
the Company's legal entity as referred to in Article 7 paragraph (4), the founders
must then jointly submit an application through information technology services for
the legal entity administration system electronically to the Minister by filling out a
form that contains at least the name and domicile of the Company, the period of
establishment of the Company, the purposes and objectives as well as the
Company's business activities, the amount of authorized capital, issued capital, and
paid-up capital, as well as the full address of the Company.
3. Since the promulgation of the job creation law in 2020, we can see a change in the
starting point where a limited liability can be deemed as a legal entity. Before the
job creation law, law 40 year 2007 stated that a limited liability would obtain the
status of a legal entity after the issuance date of the Ministerial Decree concerning
the legalization of the Company's legal entity which is at the max of 60 days since
 the registration. However, the job creation law has amended article 7 paragraph 4
and stated that now the acquisition of the legal entity status of the company occurs
after obtaining proof of registration, not after the granting. So it would be much
faster and easier for the companies to have their own legal status.
2. Apabila kemudian Hasan dan Husin pada saat ingin melakukan pemasukan ke modal
menginginkan agar menggunakan harta mereka yang berupa Kios dan Mobil, apakah hal
tersebut dapat dijadikan sebagai modal perusahaan?
1. As part of a limited liability, all owners must contribute capital to the company
whether it is in the form of cash or even movable or immovable goods that can be
valued by money. When we see further inside the article 34 of the limited liability
law, we can see that the law actually permits the forms of investment other than
money, however when the shareholders would want to invest on goods, the value of
the goods itself must be must be determined based on the fair value determined
according to the market price or by an expert who is not affiliated with the
Company. Therefore it is possible for the owners to contribute their shares other
than with money.
2. However when we see the situation of hasan and husin, we can see that the goods
were acquired before the establishment of the company itself as a legal entity.
Therefore to acknowledge and transfer the ownership of those goods to become the
limited liability’s asset, the acknowledgement of the goods itself must be discussed
in the company’s deed of establishment according to article 12 of law no. 40 year
2007 when the owner is ramping up the company’s establishment .
3. Apabila sebelum keluarnya sertifikat pendirian dari Kemenkumham atas PT TIQI, apakah PT
TIQI sudah dapat menjalankan usahanya? Apabila kemudian pada saat mengantarkan
barang, mobil PT TIQI menabrak seorang nenek tua sehingga nenek tersebut meminta ganti
rugi, bagaimanakah bentuk pertanggung jawabannya?
1. When we see the first situation, if the company hasn’t acquired its status of a legal
entity according to article 13 paragraph 4 of the company law, the liability would be
personal unless the first GMOS of the company within 60 days of the legal entity
status expressly states that it accepts or takes over all rights and obligations arising
from legal actions carried out by the prospective founder or his proxies and
acknowledged it as the limited liability’s company responsibility.
2. If we refer to the case where the car has hit an old person where the old person
seeks responsibility, we can refer to article 14 of the company which states that if
the conduct was done by all of the directors or commissioners altogether, then the
subject who is liable is the concerned subject, so it would still be personal and will
not involve the company. However it is still possible to transfer the liability to the
 company that would depend on the GMOS’s verdict to whether acknowledge or
disregard according to Article 14 paragraph 4. Therefore, the obligation can only
binds and becomes the responsibility of the Company after the legal action is
approved by all shareholders in the GMOS which is attended by all shareholders of
the Company. If not, then the liability would still be in the subject concerned that
crashed the car.
4. Apabila setelah dua tahun usaha berjalan dan kemudian PT TIQI merugi, apakah Husin
(direktur) dapat dimintai pertanggung jawaban?
1. When it comes to the director’s liability, we have to see the provisions of Article 97
of the company law that gives us some idea of the limitations of the obligation. As
part of their job, directors are obliged to be responsible and act in good faith
especially when it comes to regulating the company’s interest. However if the
director has been deemed to act in contrary, article 97 paragraph 3 stated that each
member of the Board of Directors is personally responsible for the loss of the
Company if the person concerned is proven to be guilty or negligent in carrying out
their duties in accordance with the provisions.
2. So if Husin as the director due to his misconduct or negligence has been causing the
company in the loss of money, then Husin as the director could be asked for his
liability by the GMOS. However, if it has been proven that the loss is not due to his
fault or negligence or if he has carried out the management in good faith and
prudence for the benefit and in accordance with the purposes and objectives of the
Company, then Husin cannot be blamed according to paragraph 5 of article 97 law
no. 40 year 2007.

Pada suatu hari, PT TIQI mendapatkan order untuk mengirimkan seribu bongkahan kayu dari dari
kliennya PT. Jati Diri, ke suatu Pabrik pengolahan kayu di Jakarta. Untuk itu, PT TIQI kemudian
menunjuk PT PELNI sebagai pengangkut kayu tersebut.

5. Perjanjian apa yang terjadi antara PT TIQI dengan PT Jati Diri? Dan perjanjian apa yang
terjadi antara PT TIQI dengan PT PELNI?
1. As we all know, we can see that there are 2 different types of contract occurring
which are ekspeditur as well as shipment. If we see from the facts above, we can see
that
6. Apabila dalam pengangkutan tersebut terjadi kerugian (kerusakan pada kayu), apakah PT
TIQI dapat dimintai pertanggung jawaban?