Did you know that as a business actor, you can dissolve your company, including a CV or a limited liability partnership? CV dissolution itself can be defined as an activity carried out by business actors in terminating business activities and companies with a CV body form. This can occur for various reasons, such as the desire of one of the members to leave the company, disagreements between members, or due to business failure. However, CV dissolution cannot be done carelessly. Because basically, this limited partnership has been legally regulated in its establishment. Thus, founders or allies who wish to dissolve a CV must comply with existing regulations. So, what are the terms and procedures for dissolving a CV according to the laws and regulations? Check out the explanation in the following article!
What is a CV?
Before discussing further about the requirements and procedures for dissolution, KH Friend needs to first understand what a CV is. CV or Commanditaire Vennootschap is a partnership established by one or several people who entrust money or goods to another group to carry out management known as active allies and people who entrust money or capital providers are called passive allies. CV is one form of business entity that is widely used by Small and Medium Entrepreneurs (SMEs). This is because the procedures and costs of establishment are easier and cheaper when compared to PT.
Legal Basis for Dissolution of CV
As already mentioned, CV dissolution must be carried out following the applicable laws and regulations. The CV dissolution rules are contained in the legal basis which consists of:
- Minister of Law and Human Rights Regulation No. 17/2018 on Registration of Commodity Partnerships, Firm Partnerships, and Civil Partnerships
- Articles 19-35 of the Commercial Code (KUHD)
Reasons for CV Dissolution
If Sobat KH is a business actor who has a form of business partnership, then you need to know the reasons for CV dissolution. There are several reasons for the dissolution of a CV, including:
Expiration of the Agreement Term
This has been regulated in Article 20 of Permenkumham No. 17/2018 where the agreement referred to is the CV deed of establishment. If the agreement time has expired, the CV company must be dissolved.
Destruction of Goods Used for CV Purposes or Company Objectives Achieved
What is meant by the destruction of goods is that the goods cannot be used or repaired anymore. The goods in question are goods that become the company’s assets, including goods promised by allies to be incorporated into the CV. As for the purpose of the CV, it can be seen in the Articles of Association (AD) and must include that if the goal is achieved, the company will be dissolved.
The will of the allies
To dissolve a CV, it is not necessary for all the allies to agree to it. According to Article 1649 of the Civil Code, the dissolution of a CV can be done by one person or several allies who want the dissolution.
Allies Deceased, Bankrupt, or Under Guardianship
In this condition, the CV can still stand or not be dissolved if the deed of establishment states that the CV will continue to run with the existing allies. And for deceased allies can also be replaced with their heirs.
Other reasons as stipulated by law
What are the requirements and procedures for dissolving a CV?
In dissolving a CV, there are several required documents that must be completed, namely the following:
- Deed of Dissolution, made through a notary or Business Licensing Services Bureau
- Court Decision declaring dissolution
- Other documents stating that the CV has been dissolved
After the required documents have been completed, you can then submit the application for registration of dissolution to the Minister of Law and Human Rights through the Business Entity Administration System. For more details, refer to the following CV dissolution procedure:
- Make an application letter for registration of CV dissolution submitted to the MOLHR through the Business Entity Administration System, by bringing documents of the deed of dissolution including a court decision declaring the dissolution of the CV.
- Dissolution is carried out by an authentic deed made at a notary public, by announcing the dissolution in the Supplement to the State Gazette of the Republic of Indonesia.
- The dissolution of a CV may be effected by one or more persons, pursuant to the agreement of incorporation or upon the express consent of the allies whose names are registered in the CV.
- In case of negligence in the CV dissolution procedure, it is considered void and the CV is considered to be still standing.
- Active allies have rights to the affairs of the CV, during the period of dissolution.
Meanwhile, if the Business Entity Administration system does not function or is not yet available in your area, you can attach in writing supporting documents and/or a certificate from the head of the local telecommunications office.
Liquidator Selection
After the dissolution of the CV, the next thing that needs to be done is to conduct liquidation. The selection of liquidator based on Article 32 of KUHD is:
- Judging from the provisions in the CV establishment agreement
- If it is not appropriate, the managing ally is obliged to carry out cleaning
- The incorporation agreement may specify one or more persons who are not allies to act as liquidator.
- The allies with a majority vote can appoint a person who is not an ally of the management to carry out the management.
- If there is no majority, the allies may request the court to appoint a liquidator.
Now, this is an explanation of the requirements and procedures for CV dissolution. Whatever the reason, CV dissolution cannot be done carelessly and must still follow the applicable laws and regulations.
KH Contact
Many things can be the reason for the dissolution of a CV. Well, for KH Pals who are planning to dissolve a CV, 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 the CV business form.
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With Kontrak Hukum, you can consult about CV matters ranging from establishment, dissolution, to requirements and procedures that need to be done quickly and efficiently. For more information, please visit this page or contact us at Tanya KH and via Instagram @kontrakhukum.
