ESTABLISHMENT OF A LIMITED LIABILITY COMPANY BY HUSBAND AND WIFE USING JOINT ASSETS BASED ON THE PRINCIPLE OF CORPORATE SEPARATE LEGAL PERSONALITY
Keywords:
Limited Liability Company, Joint Property, corporate separate legal personalityAbstract
The objective the research is to evaluate the legitimacy of a married couple's limited liability company. using joint assets, based on the principle of corporate separate legal personality, as well as the couple's liability concerning joint assets used as capital in the establishment of the company. This study implements a normative legal methodology combined with a conceptual and legislative approach. The first result discloses that the limited liability corporation created using joint assets is invalid, because these assets belong to a single legal entity, namely the husband and wife, as per Article 35(1) of the Marriage Law. Conversely, the law stipulates that a minimum of two distinct individuals is necessary to establish a limited liability company. Moreover, the company is a capital association, linked to the principle of corporate separate legal personality, which separates the founders' assets from the company's assets. When the couple uses joint assets as capital to start the business, the capital partnership fails to materialize. Second, the couple's liability for using joint assets as capital has legal implications for the founders' liability. Article 3 of the Limited Liability Company Law defines two types of liability: limited and full liability. The legal subject and capital partnership requirements are not met, so full liability is imposed.
Keywords: Limited Liability Company, Joint Property, corporate separate legal personality.
References
BIBLIOGRAPHY
Asyhadie, Zaeny and Budi Sutrisno. (2012). Company Law & Bankruptcy. Jakarta: Erlangga.
Marzuki, Peter Mahmud. (2021). Legal Research Methods Revised Edition. Jakarta: Kencana.
Muhammad, Abdulkadir. (1999). Indonesian Company Law. Bandung: Citra Aditya Bhakti
Prawirohamidjojo, Soetojo. (1986). Pluralism in Indonesian Marriage Legislation. Surabaya: Airlangga University Press.
Harahap, M. Y. (2016). Limited Liability Company Law. Jakarta: Sinar Grafika.
Kasih, D. P. D. (2022). "Individual Company Post Job Creation Law: Paradigm Shift of Limited Liability Company as Capital Association". Arena Hukum, 15(1): 20-37.
Sudaryat. (2020). “Liability of Majority Shareholders who Concurrently Serve as Directors for Third Party Losses as a Result of the Company's Unlawful Acts”. Journal of Bina Mulia Hukum, 4(2) : 313.
Yusuf, M. S., Gani, A. M., & Siddiq, N. K. (2024). “Limited Liability Company Law and its Development in Indonesia”. Journal of Fundamental Justice, 5(1) : 31-40.
Riandini, A. T., & Santoso, B. (2024). “Analysis of the Legality of the Establishment of an Individual Company without a Notarial Deed Based on the Job Creation Law”. Notarius, 17(2) :762-779.
Raissafitri, K. (2023). “The Validity of the Deed of Establishment of a Limited Liability Company with Shares of Husband and Wife's Joint Property in View of the Principle of Acta Publica Probant Sese Ipsa”. Journal of Kertha Patrika, 45(1) :19-34.
Isfardiyana, Hapsah. (2015). “Responsibility of Directors of Limited Liability Companies in Violation of Fiduciary Duty”. Padjadjaran Journal of Legal Science, 2 (1) : 168-191.
Men Wih Widiatno. (2022). “Application of Piercing The Corporate Veil in Assessing the Personal Responsibility of Individual Limited Liability Company Founders”, Lex Jurnalica, 19 (1) : 94-108.
Law No. 1 of 1974 Concerning Marriage
Law No. 40 of 2007 Concerning Limited Liability Companies
Government Regulation No. 8 of 2021 Concerning the Company's Authorized Capital and the Registration of Establishment, Amendment, and Dissolution of Companies that Meet the Criteria for Micro and Small Enterprises
