There are 3 (three) organs present in a limited liability company (“PT”), which are the general meeting of shareholders (“GMS”), the Board of Directors (“BoD”) and the Board of Commissioners (“BoA”). All three organs work together in accordance with their own respective powers. However, in practice sometimes these organs experience problems in performing their duties. The BoD as an organ which runs the day to day management of the business is prone to make mistakes and/or doing their job improperly. When that happens, what can the other organs do to prevent this from continuing? The quickest solution in the best interest of the PT is for the BoC to temporarily suspend the respective member of the BoD. This is regulated under Law Number 40 year 2007 on the Limited Liability Company (“UUPT”)
Suspension from Duties
The temporary suspension of a member of the BoD can be executed by the BoC after stating the reasons for suspension and notifying the member of that BoD in writing. The consequence of this temporary suspension, is the particular member of the BoD is no longer authorized to do his job in Article 92 paragraph (1) and Article 98 paragraph (1) UUPT. These provisions state:
- Article 92 paragraph (1)
The BoD runs the management of the PT for the interest of the PT and in accordance to the aims and objectives of the PT.
- Article 98 paragraph (1)
The BoD represents the PT whether in or out of court.
Compulsory GMS
At the latest of 30 (thirty) days after the temporary suspension, the GMS must assemble. During the GMS, the member of that BoD is given the chance to defend himself. The GMS can either withdraw or confirm the temporary suspension. If the GMS confirms the temporary suspension, the member of BoD in question is dismissed permanently. However, if the period of 30 (thirty) days has past and the GMS has not assembled, or the GMS could not decide , the temporary suspension is void.
Theresia Pasaribu
