SYARAT MENDIRIKAN PERUSAHAAN PMA
PT ( COMPANY LIMITED) IN INDONESIA
Limited Liability Company ( PT) , had called Naamloze Vennootschaap ( NV) , is an alliance to run a business that consists of capital stock, which has a part owner of shares owned. Because capital consists of stocks that can be bought and sold, changes in corporate ownership can be done without the need to dissolve the company.
Limited liability company is a business entity and the amount of capital the company listed in the statutes. The company' s assets separate from personal property owners that have their own property. Each person can have more than one share of company ownership proof. Shareholders have limited liability, the shares held as much. If the company' s debt exceeds the company' s assets, then the excess debt is not the responsibility of the shareholders. If the company will gain profits are distributed in accordance with the provisions stipulated. Shareholders will receive the profits called dividends depending on the amount of the benefits of limited liability companies.
Apart from shares, capital of PT could also come from bonds. Gains derived by the owners of the bonds is that they get a fixed interest rate regardless of the profit or loss is a limited liability company.
Mechanism Establishment PT
To establish PT, must be using the official deed ( deed made by the notary) in which the listed names of limited liability, capital, business, business address, and others. This deed must be approved by the Minister of Justice and Human Rights Republic of Indonesia ( formerly Minister of Justice) . To get permission from the minister of justice, should meet the following requirements:
• Limited Company does not conflict with public order and morality
• The deed of establishment to meet the specified requirements of Act
• At a minimum capital issued and paid-up is 25% of capital base. ( in accordance with Law No. 1 Year & Act No. 1995. 40 In 2007, both of the limited liability company)
After obtaining approval, before the existence of the Limited Liability Company Act ( Act No. 1 of 1995) Limited Liability Company must be registered to the local Court, but after the enactment of Law NO. 1 in 1995, then the deed of establishment must be registered with the Companies Registration Office ( in accordance compulsory registration of Companies Act 1982) ( in other words no longer have the land registered at the Court, and subsequent developments but as Law No. 40 of 2007, the obligation registration Companies Registration Office was abolished as well. The announcement stage in the Republic of Indonesia ( BNRI) remains valid, only that at the time of Act No.. 1 of 1995 applies a duty announcement of Directors of PT is concerned but in accordance with the Act NO. 40 of 2007 transformed into an authority / obligation Minister of Law and Human Rights.
Once this stage has passed the legal liability as a legal entity and limited liability company to be himself and can perform the covenants and corporate wealth is separate from property owners.
Equity capital is the amount of capital the company listed in the deed of establishment until the maximum amount when the shares issued. In addition to the basic capital, in a limited liability company also placed the capital, the paid up capital and paid capital. Capital placed a number of affordable to be included, which at the time of its founding is the amount supplied by the limited company founders. Paid-up capital is capital that are included in the company. Pay Equity is a capital that is realized in the amount of money.
The division of Limited Liability Company
The Company opened a limited liability company that sells shares to the public through the capital market ( going public) . So shares are publicly offered, sold through the stock market and every person has the right to buy shares
Closed limited liability company is a limited liability company whose capital comes from private actors such as shareholders only from relatives and family only, or the limited and not sold to the public.
Blank limited liability company is a limited liability company that is not active in business and just name it.
The division of powers in PT
In addition to limited liability company' s property and separate property capital owners also no separation between business owners and corporate managers. The management company can be left to experts in the field ( professional) . Limited liability company organizational structure consisting of shareholders, directors, and commissioners.
In PT, the shareholders delegate authority to the directors to run and develop the company in accordance with the objectives and corporate business sectors. In connection with these duties, the directors authorized to represent the company, agreements and contracts, and so on. If there is a huge loss ( above 50% ) then the directors should report to the shareholders and third parties, and then sealed.
Commissioner has a function as a supervisory board of directors the company' s performance. Commissioner may examine the books, admonished the board, giving directions, even if necessary dismiss directors by organizing the AGM to decide whether the directors would be dismissed or not.
In the AGM / Annual General Meeting, all shareholders of / smallest shares have the right to remove his voice. In his own AGM discussed the issues related to performance evaluation and corporate policies that must be implemented immediately. If the shareholder is absent, he can throw his voice to another holder, called a proxy. AGM Results are usually delegated to the commissioner to be forwarded to the directors to run.
• Determining the directors and the appointment of commissioners
• To discharge the directors or commissioners
• Establish the salary of directors and commissioners
• Evaluate the company' s performance
• Decided to add the plan or reduction in company shares
• Determining the company' s policy
• Announcing the division of profits ( dividends)
Establishing profit Limited Liability Company
The main advantage of forming a limited liability company is:
1. Liability is limited. Unlike a partnership, shareholders of a company has no obligation for bonds and corporate debt. As a result the potential loss of " limited " can not exceed the amount they paid for the stock. Not only does this allow the company to implement in a risky business, but also form a limited liability basis for trading in company shares.
2. Eternal life. Assets and corporate structure may be through a life of its shareholders, officers or directors. This causes the stability of capital, which can be invested in larger projects and in the time period longer than the company' s fixed assets may be subject to dissolution and distribution. This excess is also very important in the medieval period, when land donated to the church ( a corporation) that will not collect feudal fees that a landlord can claim the land owner died. For this, the Statute of Mortmain see.
3. Management efficiency. Management and specialization enables efficient capital management, allowing for expansion. And by placing the right person, the maximum efficiency of existing capital. And also the separation between managers and owners, so it looks basic tasks and functions of each.
Weaknesses Limited Liability Company
1. Licensing and organizational complexity. To establish a PT is not easy. In addition to the cost of not a few, PT is also a notary and requires special permits for certain businesses. Then with a big company, organization costs will come out very big. Not to mention the complexity and constraints that occur in personnel levels. The relationship between individuals is also more formal and rigid impression.
The things that must be the result AGM approval, and that only a registered
According to Law Number 40 of Limited Liability Company in 2007 the things of the AGM is required to obtain authorization from the Minister of Law and Human Rights are:
1. Change the name of the company and / or domicile Perseroaan;
2. Change Objectives and perseroaan business activities;
3. Changes Perseroaan establishment period;
4. Changes in the amount of capital base;
5. Changes reduced the issued and paid-up capital and / or
6. Changes Perseroaan from closed to open status or vice versa can also
While the results are quite registered AGM is:
1. The appointment and dismissal of the Board of Commissioners and Directors
2. Addition placed or paid-up capital