Juridical Study on the Transfer of Shares in a Limited Liability Company That Is Decided to Be Free from All Legal Claims

Authors

  • Hendra Setiawan Siburian Universitas Pancasila

DOI:

https://doi.org/10.46924/jihk.v8i1.449

Keywords:

Limited Liability Company, Stock Transfer, Release Judgment

Abstract

In a limited liability company, the General Meeting of Shareholders serves as the highest corporate organ authorized to determine strategic matters, including the transfer of shares. This study examines the legality of share transfer conducted without fulfilling the quorum requirements, as reflected in Surabaya District Court Decision No. 7/Pid.B/2020/PN.Sby in conjunction with Surabaya High Court Decision No. 1476/Pid/2020/PT.Sby. This research employed a normative juridical method with qualitative analysis based on statutory and case approaches. The findings indicate that such transfer is legally defective unless justified through the Circular Resolution of Shareholders mechanism. Notaries play a crucial role in ensuring legal certainty and the validity of the transaction.

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References

Books

Ali, Zainuddin. Metode Penelitian Hukum. Sinar Grafika, 2021.

Geis, George S. “Traceable Shares and Corporate Law.” Nw. UL Rev. 113 (2018): 227.

Zainuddin, Ali. Metode Penelitian Hukum. 2015.

Journals

Diamantis, Mihailis E. “The Body Corporate.” Law and Contemporary Problems 83, no. 4 (2020): 133–58. JSTOR.

Eunico, Bryan. “The Validity of Settlement Agreements That Override Final and Binding Court Decisions According to Article 1320 of the Civil Code.” Judge: Jurnal Hukum 6, no. 04 (2025): 956–68.

Fail, Aswin Setiadi. “Legal Liability For False Information In Notarial Deeds.” JILPR Journal Indonesia Law and Policy Review 7, no. 1 (2025): 185–94.

Flora, Henny Saida. “Legal Power of Authentic Deeds and Underhand Deeds in Civil Cases.” Jurnal Hukum Dan Keadilan 2, no. 3 (2025): 44–55.

Freedman, Judith. “Limited Liability: Large Company Theory and Small Firms.” The Modern Law Review 63, no. 3 (2000): 317–54. https://doi.org/10.1111/1468-2230.00267.

Gilson, Ronald J., Charles F. Sabel, and Robert E. Scott. “Braiding: The Interaction Of Formal And Informal Contracting In Theory, Practice, And Doctrine.” Columbia Law Review 110, no. 6 (2010): 1377–447. JSTOR.

Hehanussa, Deassy JA, Margie Gladies Sopacua, Achmad Surya, et al. Metode Penelitian Hukum. 2023.

Jigyasi, Kunal. “Transfer and Transmission of Shares.” Issue 2 Indian JL & Legal Rsch. 5 (2023): 1.

Liu, Xinmin, Fang Ma, and Jiahui Kang. “The Validity of the Share Transfer Contracts in Limited Liability Companies in China: An Empirical and Comparative Study.” The Company Lawyer 45, no. 3 (2024): 101–8.

Mondkar, Ashwini, and Sangeeta Verma. “Analysis of Sec 100 of Companies Act (EGM by Requisition)-Procedural Validity v/s Objective Validity.” Issue 6 Indian JL & Legal Rsch. 4 (2022): 1.

Musa, M., and Kasmanto Rinaldi. “The Existence and Application of The Principle of Judge’s Forgiveness (Rechterlijk Pardon/Judicial Pardon) In Criminal Law and Court Decisions.” Journal International of Officium Nobile 1, no. 2 (2025): 126–38.

Riesthuis, Thomas. “The Legitimacy of Judicial Decision-Making: Towards Empirical Scrutiny of Theories of Adjudication.” Utrecht Law Review 19, no. 2 (2023).

Safitri, Nanda Melinia, Budi Santoso, and R. Imam Rahmat Syafi’i. “Legal Implications on the Status of Individual Companies of Shares Inheritable to Foreign Heirs.” International Journal of Business, Law, and Education 5, no. 2 (2024): 2026–35.

Sinaga, Juliana Pasu Christina, Tommy Leonard, and Elvira Fitriyani Pakpahan. “Legal Aspects of the Liability of the Board of Directors in Limited Liability Companies Experiencing Bankruptcy in Indonesia, Based on Law No. 40 of 2007 on Limited Liability Companies.” 1st International Forum on Psychology, Law, and Education (IFPLE 2025), 2026, 566–79.

Tricker, Bob. “Re-Inventing the Limited Liability Company: Re-Inventing The Limited Liability Company.” Corporate Governance: An International Review 19, no. 4 (2011): 384–93. https://doi.org/10.1111/j.1467-8683.2011.00851.x.

Wells, Joseph T. Principles of Fraud Examination. John Wiley & Sons, 2014.

Windsor, Duane. “Tightening Corporate Governance.” Journal of International Management 15, no. 3 (2009): 306–16. https://doi.org/10.1016/j.intman.2009.02.003.

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Published

2026-04-11

Issue

Vol. 8 No. 1 (2026): Jurnal Ilmu Hukum Kyadiren

Section

Articles

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Copyright (c) 2026 Hendra Setiawan Siburian

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How to Cite

Juridical Study on the Transfer of Shares in a Limited Liability Company That Is Decided to Be Free from All Legal Claims. (2026). JIHK, 8(1), 70-85. https://doi.org/10.46924/jihk.v8i1.449