In a Limited Liability Company (PT), there are several organs that manage various important aspects of the business. These organs play a crucial role in organizing and directing the course of the company.
They make strategic decisions, oversee various departments, and ensure the company’s goals are achieved efficiently. In addition, each PT organ also has different functions and authorities. So, what are the organs contained in a PT? Find out more in the following article.
Overview of PT
Article 1 of Law No. 40 of 2007 (UU PT) defines a PT as a legal entity formed by agreement and capital alliance. The characteristics of a PT, which is a legal entity of capital alliance, require that the establishment of a PT must be carried out by 2 or more people. Where later each of the founders of the PT must take part in the shares when the PT is established (Article 109 number 2 of the Job Creation Law which amends Article 7 of the Company Law). Because of this, the establishment of a PT must be made based on an agreement. Where the agreement must be poured into an authentic deed before a notary using the Indonesian language. The establishment of a PT must also be made at a notary to then obtain authorization from the Minister of Law and Human Rights (Menkumham), so that it has the status of a legal entity.
What are the Organs of a PT?
The organs of a PT have also been regulated in the PT Law, where according to Article 1 number 2 of the PT Law, there are three important organs in a PT, namely the General Meeting of Shareholders (GMS), the Board of Directors, and the Board of Commissioners. Each organ has authority and responsibility. So, to protect the interests of PT, each organ can even file a lawsuit if there are actions by other organs that harm the company.
AGM
As mentioned, a PT conducts its business activities using authorized capital divided into shares. Each founder of a PT is obliged to take shares when the PT is established. However, in addition to the founders of the PT, third parties can also become shareholders. The shareholders in the PT are part of the GMS. Article 1 point 4 of the PT Law defines GMS as a PT organ that has authority other than that given to the Board of Directors or the Board of Commissioners. GMS has authority that is not given to the Board of Directors or the Board of Commissioners with the limitations of the PT Law and the Company’s articles of association. The first GMS is conducted no later than 60 days after the PT has the status as a legal entity. The first GMS must be attended by all shareholders. Furthermore, the GMS is conducted annually and at certain times as needed. Through the GMS forum, shareholders can obtain information from the Directors or the Board of Commissioners regarding matters occurring in the company.
Directors
According to Article 1 number 5 of the Company Law, the Board of Directors is an organ of the PT that is authorized and fully responsible for the management of the PT. The management must be in accordance with the interests of the PT, in accordance with the aims and objectives of the PT. The Board of Directors can also represent the PT both inside and outside the court in accordance with the provisions of the articles of association. If the board of directors conducts cooperation or transactions with other parties outside of the company’s line of business, then the action becomes the personal responsibility of the directors and only binds the directors, not the company. If there is a loss in the cooperation, it is binding on the directors personally.
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Thus, he must be responsible for compensating losses up to his personal property. Therefore, directors must be careful and understand the limits of their authority as directors.
Board of Commissioners
According to Article 1 point 6 of the PT Law, the Board of Commissioners is an organ of PT that is tasked with conducting general or special supervision in accordance with the articles of association of PT. In addition, the board of commissioners is tasked with providing advice to the Board of Directors regarding the management of PT. The duties of the board of commissioners must not conflict with the PT Law and the articles of association of PT. In the context of supervision, commissioners may temporarily dismiss directors if the directors take actions that violate the PT Law or the company’s articles of association. The aim is to avoid further violations of the board of directors so as not to harm the company. However, within 30 days, a GMS must be held to decide whether the dismissal of the directors becomes a permanent dismissal and hold the directors accountable. Or even appoint the directors back to their positions if the GMS decides that the directors are not guilty.
KH Contact
That is the explanation of the organs of a PT and their duties and authorities. As a legal entity that can act in accordance with the intent of its establishment, if there is a PT organ that harms the company, the PT can file a claim against the shareholders, directors or commissioners of the company that caused the loss due to their actions. For KH Pals who are still confused and have questions about PT organs, just consult with Kontrak Hukum. As a digital legal platform, we can help you with matters related to companies (business entities) starting from the establishment, processing of legal documents, to consulting the needs within it such as directors, board of commissioners, and so on. No need to worry, because with fast workmanship and affordable prices, all data information related to your company is guaranteed to be safe and protected.
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To view the services, please visit the KH Services – PT page. If you have questions about other business needs, you can also contact us at Ask KH or send a direct message (DM) to Instagram @kontrakhukum.
