Under Article 142 paragraph (1) of Law Number 40 of 2007 on Limited Liability Company (“Company Law“), dissolution of the limited liability company shall occur:
a. based on a General Meeting of Shareholders’ resolution (“GMS”);
b. Because the period of incorporation determined in the articles of association has expired;
c. based on a court determination;
d. On revocation of bankruptcy pursuant to the commercial courtdecision which has absolute legal effect, the Company’s estate being insufficient to pay the cost of bankruptcy;
e. Because the bankrupt estate of a Company which has been declared bankrupt is in aninsolvent condition as regulated in the Law of Bankruptcy and Suspension of Payment of Debt; or
f. Because of the revocation of the Company’s business permits,so that the Company must enter into liquidation in accordance with the prevailing laws.
The dissolution of the company based on the resolution of GMS, is submitted by the Board of Director, the Board of Commissioners, or one or more shareholders representing at least 1/10 (one tenth) of the total number of shares with voting rights. The decisions of GMS about the company dissolution shall be lawful if adopted on the basis of deliberation to reach a consensus and/or if in the meeting at least ¾ (third quarters) of the total number of shares with voting rights are present or represented in the GMS and approved by at least ¾ (third quarters) of the number of the votes cast.
In the event the dissolutionis occurred based on the resolution of the GMS, the duration as set forth in the articles of association has expired, or by the revocation of the bankruptcy based on the decision of the commercial court, and the GMS does not appoint any liquidator, the Board of Directors shall act as the liquidator. The dissolution of the company must always be followed by a compulsory liquidation by the liquidator or receiver; and the company is not able to perform legal actions, unless it is required to settle all the affairs of the company in the course of liquidation. In the event that the provisions aforesaid areviolated, a member of the Board of the Directors, a member of the Board of Commissioners and the company shall be jointly and severally liable.
If the dissolution of the company based on the revocation of bankruptcy, Commercial Court may decide to dismiss receiver’s fees according to the Law of Bankruptcy and Suspension of Payment of Debt.
District Court may wind up the company based on the following reasons:
a. A petition from the public prosecutor that the company has breached the public interest or the company has committed actions that breach the law.
b. A petition from a party with interest that there is a legal defect in the deed of establishment.
c. A petition from shareholders, the Board of Directors, the Board of Commissioners that it is impossible to continue the company.
Within the period of not more than 30 (thirty) days as from the date the company is wound up, the liquidator shall notify all creditors on the dissolution of the company in a way of an announcement of the company’s dissolution in the newspaper and the State Gazette of the Republic of Indonesia. The notification for the creditors in the newspaper and the State Gazette of the Republic of Indonesia shall contain:
a. the dissolution of the company and its legal basis;
b. the liquidator’s name and address;
c. the procedure for the submission of claims; and
d. the period for the submission of claims.
As long as the notification of the company dissolution is not implemented as set out in Article 147 Company Law, then the dissolution of the company will not apply to the third party, and the company dissolution does not cause the Company to lose its status as a legal entity until the liquidation is completed and the liquidator’s accountability has been accepted by the GMS or the court. As from the dissolution begins, each letter issued by the company must bear the words “dalam likuidasi” (“in liquidation”) behind the name of the company.
Maria Amanda
