Currently, business development in Indonesia is growing rapidly. This is indicated by the number of people who are starting to switch professions to become business people or have the desire to start their own business. When starting a business, of course, there are many things that must be prepared, from business plans, capital, to business legality. Establishing a business entity is the first legality that must be fulfilled by business actors. The choice of business entity is important because it will have an impact on the interests of the business being run. In Indonesia, there are various kinds of business entities ranging from PT, CV, Firma, to Individual Company. Among the various types of business entities, CV is one type of business entity that is chosen by many business actors. This is because in a CV there are two allies, namely active allies who will manage the CV and passive allies who provide capital. These characteristics of CVs are often considered a win win solution for business actors who want to open a business together but one of them has limitations in managing the business being run. To know and understand more about the process of establishing a CV including the requirements, Kontrak Hukum will discuss it below. Check out the discussion until the end!
Definition and Characteristics of a CV
According to Permenkumham No. 17 of 2018, a Commanditaire Vennootschap (CV) is defined as a partnership established by one or more commander allies with one or more complementary allies, to run a business continuously. In the structure of a CV, there are two allies, namely a committal/passive ally and a complementary/active ally. Complementary allies are allies who are entitled to act for and on behalf of the CV and are liable to third parties jointly and severally up to their personal assets. Complementary allies are allies who have the right to act for and on behalf of the CV and are jointly and severally liable to third parties up to their personal assets, while committal allies only have the obligation to provide capital and do not participate in the management or business activities of the CV. Thus, only active allies can represent the interests of the CV, have legal responsibility for any legal actions taken, including entering into agreements and having legal relations with third parties. Regarding financial responsibility, when the CV experiences problems and the assets owned by the CV are not able to cover these problems, the active allies have the obligation to bear and use their personal assets. This happens because there is no separation of assets so that personal assets must also be used. Similar to active allies, passive allies are also responsible for the CV’s finances. The difference is that passive allies are only responsible for the amount of capital deposited. However, to be categorized as responsible for not exceeding the capital provided, passive allies must not carry out management/relate to third parties at all. If a passive ally violates these provisions, the legal protection of the passive ally (not being held liable for more than the paid-up capital) will be waived so that the passive ally must also use their personal assets to bear the losses suffered by the CV.
CV Name Submission
Before applying for CV registration, business actors must first apply for a CV name. The CV name application is submitted to the Minister of Law and Human Rights through the Business Entity Administration System (SABU). In order for the name to be rejected, the proposed CV name must meet several requirements, including:
- written in Latin letters;
- has not been legally coerced by another CV in SABU;
- not contrary to public order and/or decency;
- not the same or similar to the name of a state institution, government institution, or international institution unless authorized by the institution concerned; and
- does not consist of numbers or series of numbers, letters, or series of letters that do not form a word.
If the application requirements are met, the minister will approve the use of the CV name. Please note that the name will be valid for a period of 60 days, so business actors must immediately apply for CV registration within this period.
Application for CV Registration
Before registering a CV with the Ministry of Law and Human Rights, the founders/active allies and passive allies must first make a deed of establishment before a notary. The deed of establishment must contain at least :
- The founder’s identity consisting of the founder’s name, domicile, and occupation.
- Business activities undertaken.
- Rights and obligations of the founders.
- The period of establishment of CV.
Furthermore, the applicant can submit an application for registration of CV establishment through SABU. The application must be submitted no later than 60 days from the date the CV deed of establishment is signed. If the registration of CV establishment exceeds this period, the registration application cannot be submitted again. When applying for registration, the applicant must fill in the registration form and attach supporting documents. The supporting documents are:
- an electronic statement from the applicant stating that the documents for CV registration are complete; and
- statement from the corporation regarding the correctness of the CV beneficial owner information.
In addition to attaching the above statement, the applicant must also upload the deed of establishment of the CV. If the application is accepted, the minister issues an SKT CV. SKT CV or Surat Keterangan Terdaftar is a proof issued by the Minister of Law and Human Rights for the registration of a CV.
KH Contact
For those of you who still have questions about the partnership, need consultation regarding the establishment of a business entity, or need assistance to take care of business legality for CV, do not hesitate to contact Kontrak Hukum at the following link Tanya KH or through our Instagram social media @kontrakhukum. Kontrak Hukum guarantees that KH pals will get business legality without obstacles. For further information, KH Friend can also directly visit the pagehttps://kontrakhukum.com/pendirian-badan/#pendiriancv.
