Limited Liability Company (PT) is one of the most widely used forms of business entity in the business world for various reasons, one of which is because PT as a legal entity that is guaranteed its continuity and has a separate legal subject entity from its founders or owners. But as we know, running a company is a challenging activity. It is possible that over time, the company experiences bankruptcy or bankruptcy so that it must dissolve the PT. Dissolution of PT is the process of removing the legal status of a company as a legal entity. When you want to dissolve a PT, it means that KH Friend as the owner of the PT ends all activities and existence of the company legally. Even so, the dissolution of a PT cannot be done carelessly, you know! In order for the loss of legal entity status to be recognized, KH Friend as a PT owner needs to meet several requirements and take steps according to procedures. Then, what are the requirements and procedures in question? Well, to understand more about the requirements and procedures for PT dissolution, see the full review below.
Grounds for Dissolution of a Limited Liability Company
Before understanding more about the requirements and procedures for dissolving a PT, KH Friend first needs to know the reasons for the dissolution of the PT itself. Apart from bankruptcy, there are several other reasons that cause the dissolution of a PT, including:
Resolution of the General Meeting of Shareholders (GMS)
In accordance with Article 142 paragraph (1) of the Company Law, the authority to decide on the dissolution of a company is the GMS. The proposal for dissolution of the company to the GMS is only entitled to be made by the board of directors, board of commissioners and shareholders. Meanwhile, members of the board of directors cannot submit a proposal for dissolution on their own, but must be based on a Resolution of the Board of Directors Meeting. Meanwhile, proposals by shareholders can only be made by one or more persons representing at least one-tenth of the total number of shares with voting rights.
Expiration of the Period of Establishment of a PT
The Articles of Association can set a time limit for the establishment of a PT. When the time period has expired, dissolution can immediately occur by operation of law. According to the PT Law, after the dissolution, the GMS to appoint a liquidator must be held within 30 days at the latest.
Based on Court Determination
As stated in Article 146 paragraph 1 of the PT Law, the prosecutor’s office can apply to the court for a determination if the PT violates the public interest or commits acts that violate laws and regulations. Other interested parties are also entitled to apply for the dissolution of a PT.
Insolvent PT’s assets not enough to pay bankruptcy fees
In accordance with Article 142 paragraph (1) of the PT Law, insufficient bankruptcy assets to pay bankruptcy fees and curator’s fees, may result in the revocation of the bankruptcy declaration decision at the suggestion of the Supervisory Judge. If this happens, then the closure of the PT can occur.
Bankruptcy estate of PT is in a state of insolvency
After the bankruptcy verdict, the bankruptcy estate is in a state of insolvency. From that moment on, it results in the dissolution of the company, in accordance with Article 142 paragraph (1) of the Company Law.
The revocation of the business license of PT
Based on Article 142 paragraph 1 of the PT Law, the revocation of a business license will result in the dissolution of the PT if the revoked license is the only type of business owned. Revocation of a business license can be an administrative sanction that has been regulated in law.
Terms of Dissolution of a Limited Liability Company
To be able to dissolve a PT, there are several required documents that KH Friend must fulfill, including:
- KTP and NPWP of the Director and Committees;
- Deed of incorporation until the last amendment;
- Ministry of Law and Human Rights Decree until the last amendment;
- Minutes of the GMS;
- Company Domicile Certificate (SKDP);
- NPWP, Trade Business License (SIUP), and TDP/NIB;
- Proof of monthly and annual tax reports of PT.
PT Dissolution Procedure
In accordance with Article 143 paragraph (1) of the PT Law, dissolution activities can be recognized after the PT has completed the liquidation process and the acceptance of the liquidator’s accountability by the GMS. Now, to carry out the liquidation process, a PT must carry out the following stages:
- Conduct a GMS with the agenda of dissolving the PT and appointing a liquidator to carry out the liquidation process,
- Notification of dissolution of PT to creditors and other related parties,
- Settlement of inventory and assets,
- The liquidator submits his accountability to the GMS,
- The liquidator announces the dissolution of the company in a newspaper and notifies the minister of the dissolution,
- The Minister removes the name of the company from the company register, and
- The Minister announces in the State Gazette of the Republic of Indonesia (BNRI).
Within a maximum period of 30 days from the date of dissolution, the liquidator must notify the creditors and the minister of the dissolution. That is the explanation of the requirements and procedures for the dissolution of a PT. The process of closing a company, especially a PT does go through a fairly complicated procedure. Given that dissolution is intended to end all activities and responsibilities of a PT, it is important for the owner or founder to ensure in advance related obligations that must be fulfilled including accounts payable, internal finances, taxation, and others. This is because often the obstacles to dissolving a PT come from within the company, such as administrative problems. Therefore, it is highly recommended to use a trusted legal consultant to assist the PT dissolution process.
KH Contact
Well, for those of you who plan to dissolve your PT, you can consult first with Kontrak Hukum. Kontrak Hukum is the first digital platform in Indonesia that provides the most complete, trusted, and affordable legal services, one of which is related to matters concerning PT business entities. With Kontrak Hukum, you can consult about PT business entities ranging from establishment, dissolution, to requirements and procedures that need to be done quickly and efficiently. KH pals can directly click on the page https://kontrakhukum.com/pendirian-badan/#pendirianpt for more information. For more details, you can contact us via the following link Tanya KH, or via Direct Message (DM) on our Instagram @kontrakhukum.
