Sabtu, 30 Juni 2012
LIMITED COMPANY
Limited Liability Company , formerly referred to as Naamloze Vennootschaap (NV), is a partnership to run a business that has a capital consisting of shares, 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, which is as many shares they own. If the company's debt exceeds the company's assets, the excess debt is not the responsibility of the shareholders. If the company will gain profits are distributed in accordance with the provisions set forth. Shareholders will receive the profits, called dividends depending on the size of big-profit limited liability companies.
Apart from the shares, capital of limited company can also be derived from the bond. Gains derived by the owners of the bonds is that they get a fixed rate regardless of the profit or loss is a limited liability company.
Establishment of the mechanism of limited company
To establish limited company, must be using the official deed (deed made by a 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 the Ministry of Justice). To obtain permission from the minister of justice, must meet the following requirements:
* Limited liability company is not contrary to public order and morality
* The deed of establishment meets the specified requirements of the Act
* At a minimum issued and paid up capital is 25% of capital base. (in accordance with Law no. 1 of 1995 and Law no. 40 of 2007, both of the limited liability company)
After receiving approval, before the existence of a Limited Liability Company Act (Law no. 1 in 1995) Limited Liability Company must be registered with the local Court, but after the enactment of Act NO. 1 in 1995, the deed must be registered with the Companies Registration Office (according to Corporate Registry Act of 1982) (in other words do not need to be registered at the Court, and subsequent developments but as Law no. 40 2007, registration obligations Companies Registration Office was abolished as well. while the stages of the announcement in the Official Gazette of the Republic of Indonesia (BNRI) remain valid, only that at the time of Law no. 1 1995, the announcement effect is incumbent Directors are concerned but in accordance with the Act NO. 40 of 2007 transformed into an authority / obligation of the Minister of Justice and human Rights.
After the stage has passed the company was legitimate as a legal entity and limited liability company to be himself and be able to perform the covenants and corporate wealth is separate from property owners.
Equity capital is the amount of capital included in the deed to the maximum amount when the shares issued. In addition to capital, limited liability companies are also contained in the subscribed capital, paid-in 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. Capital paid-in capital is included in the company. Pay Equity is capital that is realized in the amount of money.
The division of a limited liability company
-Open limited company
The Company opened a limited liability company that sells shares to the public through the stock market (going public). So the shares are offered to the public, be traded through the
stock market and everyone is entitled to purchase shares of the company.
-Closed limited company
Enclosed is a limited liability company limited liability company whose capital comes from a specific community such as its shareholders only from relatives and family only or a limited circle and not sold to the public.
-Blank limited company
Blank is a company limited liability company existing business license and other licenses but no activity
The division of powers in the PT
In addition to limited liability company property and separate property owners of capital are also no separation between owners and managers of the company. The management company can be left to experts in the field (professional). The organizational structure consists of a limited liability company shareholders, directors, and commissioners.
In limited company, 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 forth. In the event of loss of a very large (above 50%), the directors must report to the shareholders and third parties, and then sealed.
Commissioner has a function as the supervisory board of directors of the company. Commissioner may examine the books, admonished the board, giving directions, even if necessary, dismiss directors by organizing the AGM to decide whether or not the board of directors will be dismissed.
In the AGM / General Meeting of Shareholders, the shareholders of / smallest shares have the right to remove his voice. The meeting itself discussed the issues relating to performance evaluation and corporate policies that must be implemented immediately. If the shareholder is absent, he could throw his voice to another holder, called a proxy. The AGM is usually delegated to the commissioner to be forwarded to the directors to run.
Fill in the GMS:
* Determine the directors and the appointment of commissioners
* Dismiss directors or commissioners
* Setting the salaries of directors and commissioners
* Evaluating the performance of the company
* Decide on plans to increase / reduction in the company's stock
* Define the company policy
* Announced the distribution of profits (dividends)
Forming a Limited Liability Company Advantages
Main advantage of forming a limited liability company is:
1. Limited liability. Unlike a partnership, shareholders of a company has no liability for bonds and corporate debt. As a result, 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 stock.
2. Eternal lifetime. 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 is longer than the company's fixed assets can be subject to dissolution and distribution. Excess is also very important in the medieval period, when land donated to the Church (a corporation) that will not collect any fee that a feudal landlord can claim when the landowner died. For this, see Statute of Mortmain.
3. Management efficiency. Management and specialization enables the efficient management of capital to allow for expansion. And by putting the right people, the maximum efficiency of existing capital. And also the separation between managers and owners, so it looks duties and functions of each.
Weaknesses Limited Liability Company
Licensing and organizational complexity. To establish a limited company is not easy. In addition to the cost of not fewer, limited company is also a notary and special permits for certain businesses. Then with a big company, organization costs will come out very big. Not to mention the hassle and obstacles that occur in personnel levels. Relations between individuals are also more formal and rigid memorable.
The things that should be the AGM approval, and that only a registered
According to a Limited Liability Company Law No. 40 of 2007 things of the AGM is required to obtain authorization from the Minister of Justice and Human Rights are:
1. Change the name of the company and / or domicile of Perseroaan;
2. Purpose and Objectives as well as changes in business activity Perseroaan;
3. Changes Perseroaan establishment period;
4. Changes in the amount of capital base;
5. Changes in issued and paid up capital reduction and / or
6. Perseroaan changes from closed to open state or vice versa can also
Meanwhile, the AGM is quite registered are:
1. The appointment and dismissal of Board
2. Issued or paid-up additions
INNE NUR HAMZAH
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