Keabsahan Izin Penyelenggaraan Rapat Umum Pemegang Saham oleh Ahli Waris Belum Tercatat dalam Daftar Pemegang Saham (Studi Kasus Penetapan Pengadilan Negeri Denpasar Nomor 615/PDT.P/2019/PN.DPS)

Abstract

This study analyzes the legal provisions and requirements applicable to heirs who have not yet been registered in the shareholders register in obtaining court authorization to convene a General Meeting of Shareholders (GMS), as well as the appropriateness of the legal considerations of the Denpasar District Court in granting authorization to heirs to convene a GMS based on Determination Number 615/Pdt.P/2019/PN.Dps. This study employs a normative juridical method using statutory, case, and conceptual approaches. The results of the study indicate that an application for court authorization to convene a GMS constitutes a right of shareholders as regulated under Article 80 of Law Number 40 of 2007 concerning Limited Liability Companies. Therefore, heirs are required to transfer their rights over the shares in accordance with Articles 55, 56, and 57 of Law Number 40 of 2007 in order to exercise their rights as shareholders. The legal considerations of the judge in Determination Number 615/Pdt.P/2019/PN.Dps are not entirely appropriate from a juridical perspective; however, they may be justified from philosophical and sociological perspectives because they provide legal protection and benefits to the heirs and prevent disruption to the company's activities and management resulting from the transfer of shares through inheritance. This study recommends the synchronization of Law Number 40 of 2007 and Article 833 of the Indonesian Civil Code (KUHPerdata) to clarify the mechanism for the transfer of shares through inheritance and the registration of heirs in the shareholders register, as well as to establish guidelines for judges in granting authorization to heirs to convene a GMS.