When KH Friend runs a company incorporated as a Limited Liability Company (PT), then you are familiar with the important role of a director. However, sometimes a company often has to deal with something that requires adjustment, so it is important to know the procedure for replacing the PT director. Yup, the change of PT director is not a strange thing, because it is not uncommon for a company to have to make adjustments from various aspects for the progress of the company itself. However, the change of director in the company does not just happen. Because, there are provisions that regulate so that the change must be done in accordance with existing provisions. So, what are the provisions? Here we summarize for you an explanation of the change of director of PT that KH pals need to pay attention to so that no problems occur in the future.
Definition of PT Director
Based on Article 1 paragraph 2 of Law No. 40/2007 on Limited Liability Companies as amended by Law No. 11/2020 on Monkey Copyrights (“Law No. 40/2007”), directors or board of directors are part of the organs of a PT other than the General Meeting of Shareholders (GMS) and the board of commissioners. The definition and duties of directors are briefly contained in the definition section of Article 1 of Law No. 40/2007 which reads as follows: “The Board of Directors is an organ of the Company that is authorized and fully responsible for the management of the Company for the benefit of the Company, in accordance with the purposes and objectives of the Company and represents the Company, both inside and outside the court in accordance with the provisions of the articles of association.” Directors have an important role in the business of a Limited Liability Company. To become a director in a PT there are several requirements that must be met, including: The first requirement in order to be appointed as a director is a natural person, so a legal entity cannot become a director. The second requirement is that a person appointed as a director must be someone who is capable of performing legal acts. This means that immature people and people who are in pardon cannot become directors.
According to the Civil Code, a person is considered a minor if he/she has not reached the age of 21 years or has not previously married.
It should be noted that even if a person has met the above requirements, that person cannot be appointed as a director, if:
- Individuals who within 5 years prior to appointment have been declared bankrupt.
- A natural person who within 5 years has been a director who has caused a company to be declared bankrupt.
- Individuals who within 5 years have been convicted of a criminal offense that harms state finances and/or is related to the financial sector.
What is meant by the financial sector includes bank and non-bank financial institutions, capital markets, and other sectors related to the collection and management of public funds. The 5-year calculation rule is calculated from the time the person is found guilty based on a court decision that has permanent legal force that has caused a PT to go bankrupt or if convicted, from the time the sentence is completed.
Terms of Change of Director of PT
Please note that the director can be found in the company’s Articles of Association (AOA). The articles of association have written the name of the position and the number of directors, as well as the procedures for the appointment, replacement, and dismissal of directors. Meanwhile, the full names and addresses of shareholders, directors, and members of the board of commissioners can be found in the company’s data in the company register. Thus, it can be concluded that the change of director is not an amendment to the Articles of Association, but rather a change in the company’s data.
So, How to Replace the Director of a PT?
In the Articles of Association of a PT, there are points that explain the procedures for replacing directors. Where, this change is sufficiently notified and informed to the Minister of Law and Human Rights by filling out the format of changes to the Legal Entity Administration System (“SABH”). This SABH filling needs to be equipped with electronic requirement documents from the applicant regarding documents for changes in company data submitted electronically. In this case, the applicant authorizes the notary. In addition, the applicant also needs to upload the deed of amendment to the company’s data and the balance sheet, as well as the profit and loss statement from the relevant financial year for PTs that must be audited. The document of change in company data is in the form of a deed of GMS or a deed of shareholder decision outside the GMS containing changes in the composition of directors. In this case, the applicant authorizes the notary and the notary will also keep the document.
PT Director Replacement Submission
To change the director, you can apply manually. Usually, a manual application is required when you can’t submit it electronically for some reason such as:
- Notary whose domicile has no internet network available; or
- SABH is not functioning based on the official announcement of the Minister of Law and Human Rights.
To apply manually and in writing, there are several documents that you need to attach such as supporting documents and a certificate from the head of the local telecommunications office stating that the notary’s position is not yet covered by the internet.
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Thus, the change of director is sufficiently notified to the Minister of Law and Human Rights by including the deed of amendment to the company’s data and the deed of GMS or deed of shareholder resolution outside the GMS.
KH Contact
Those are some of the ways that KH Friend needs to go through to replace the director of PT. Although it is quite easy, this arrangement requires a lot of time. In fact, in this little time you can plan your business more carefully without the need to take care of the problem of changing the director. Therefore, to make time efficiency, KH pals can utilize Kontrak Hukum as one of the digital legal platforms that can help you take care of the change of PT director. For service information, please visit the KH Services – Change of Commissioner Director page. In addition, you can also try doing other consultations for free anytime and anywhere with Kontrak Hukum’s professional experts. Let’s make all your business and company matters easier by contacting us at Ask KH or sending a direct message (DM) to Instagram social media @kontrahukum.
