In the business world, changing the name of a limited liability company is something that might happen. This is because over time the business being run may experience changes, expansion, or development so that it is necessary to change the name of the company to adjust it. But did you know that to change the name of our PT, we cannot change it carelessly and carelessly? To change the name of the PT, there are indeed several procedures that must be passed first because changing the name of the PT is the same as changing the articles of association of the PT. Then, what are the procedures that must be followed to change the name of the PT? To find out the answer, let’s find out from the following Legal Contract explanation.
General Meeting of Shareholders
As mentioned earlier, changing the name of a limited liability company is the same as changing the articles of association of the PT. This is because the name of the PT becomes part of the articles of association. Article 19 of Law No. 40 of 2007 concerning Limited Liability Companies (UUPT) states that any changes to the articles of association are stipulated by the GMS. The General Meeting of Shareholders (GMS) is an organ of the company that has authority not granted to the board of directors or the board of commissioners within the limits specified in the Company Law and/or the articles of association. To hold a GMS, the board of directors must first make an invitation to the GMS. In certain cases, the invitation to the GMS can be made by the board of commissioners or shareholders based on the determination of the chairman of the district court. To make an invitation to the GMS, there are provisions that must be fulfilled:
- Performed no later than 14 days before the date of the GMS is held
- Done by registered mail and/or by advertisement in a newspaper.
- Include the date, time, place, and agenda of the meeting along with a notification that the materials to be discussed at the GMS are available at the company’s office. Please note, that the agenda regarding amendments to the articles of association must be clearly stated when making the GMS call.
GMS to amend the articles of association may be held if at least 2/3 of the total number of shares with voting rights are present or represented in the GMS and resolutions are valid if approved by at least 2/3 of the total number of votes cast (unless the articles of association specify a quorum to be present and/or provisions on the adoption of GMS resolutions that are greater). If the attendance quorum is not achieved, a second GMS may be held. The second GMS is valid and entitled to adopt resolutions if at the meeting at least 3/5 of the total number of shares with voting rights are present or represented in the GMS and resolutions are valid if approved by at least 2/3 of the total number of votes cast. Although changes to the articles of association are determined in the GMS, changes to the name of a PT must still pay attention to the provisions in the law, one of which is regarding the prohibition of company names. Article 16 of the Company Law states that the company may not use a name that is :
- Has been legally used by another company or is substantially the same as the name of another company
- Contrary to public order and/or decency.
- Same or similar to the name of a state institution, government institution, or international institution, unless authorized by the person concerned;
- Not in accordance with the purpose and objectives, as well as business activities, or indicating the purpose and objectives of the company only without a personal name.
- Consists of numbers or series of numbers, letters or series of letters that do not form words.
- Has the meaning of a company, legal entity, or civil partnership.
Notarial Deed
The Company Law provides that any amendment to the articles of association must be contained or stated in a notarial deed in the Indonesian language. If the amendment to the articles of association is not contained in a notarial deed of minutes of the meeting, the amendment must be stated in a notarial deed no later than 30 days from the date of the GMS resolution. After 30 days have passed, the amendment to the articles of association may no longer be stated in a notarial deed.
Request for Approval
According to Article 21 of the Company Law, certain amendments to the articles of association must be approved by the Minister of Law and Human Rights. Certain amendments to the articles of association include:
- The name of the Company and/or its domicile.
- Purpose and objectives and business activities of the company.
- Period of establishment of the company.
- Amount of authorized capital.
- Reduction of issued and paid-up capital.
- The status of a closed company becomes a public company or vice versa.
The implication of this article is that every company that will change its name must obtain approval. An application for approval of an amendment to the articles of association must be submitted to the Minister, no later than 30 days from the date of the notarial deed containing the amendment to the articles of association. This provision must be considered because after the 30-day deadline, the application for approval of the articles of association can no longer be submitted to the minister.
KH Contact
Well Friend KH, that is the explanation of how to change the name of a limited liability company. For KH Pals who have questions about limited liability companies or PT name changes or are planning to make a name change and need help to take care of the name change, KH Pals can contact Kontrak Hukum at the following link Tanya KH or through our Instagram social media @kontrakhukum. KH pals do not need to worry about using legal services from Kontrak Hukum because Kontrak Hukum has been trusted in solving legal problems quickly, easily, and affordably. Furthermore, KH pals can also visit the pagehttps://kontrakhukum.com/notaris-digital.
