THE LEGAL STANDING OF CORPORATE ORGANS IN THE DISSOLUTION PROCESS OF A LIMITED LIABILITY COMPANY THROUGH A COURT DECISION

Abstract

This study discusses the legal regulations regarding the dissolution of Limited Liability Companies based on Law Number 40 of 2007 concerning Limited Liability Companies (Company Law/UUPT) and highlights the importance of legal certainty in petitions for dissolution submitted by shareholders, directors, or commissioners to the court. The objective of the research is to analyze the legal norms within the Company Law that serve as the basis for dissolution and to identify conflicts of norms that may give rise to uncertainty in judicial practice. The research method employed is normative legal research using a statute approach as well as a conceptual approach.The results of the study indicate that the regulation of the dissolution of limited liability companies is provided in Articles 142 to 152 of the Company Law. However, issues arise regarding the legal standing of company organs entitled to submit a petition for dissolution. The conclusion of this study is that the position of company organs in the dissolution process is stipulated in Article 146 paragraph (1) letter c of the Company Law, which grants the right to shareholders, directors, or commissioners to file for dissolution if the company can no longer continue its business activities. In practice, however, differences in interpretation occur regarding the requirements for submission, including the necessity to prove that the company has been inactive for three years and has reported this to the tax authorities. This lack of clarity may lead to conflicts among company organs. Therefore, regulatory harmonization and judicial guidelines are needed to ensure that company dissolution provides legal certainty and protection.