Reconstruction of Shareholders Rights Arrangements in Closed Limited Liability Companies Based on Dignified Justice

Abstract

Limited Liability Companies are one of the pillars of economic development, where the capital consists of shares and the owner has as many shares as the shares he owns. One of the effects of the share ownership structure is the creation of a majority and minority shareholder structure. This research aims to reconstruct the legal policy framework for legal regulation of the rights of majority and minority shareholders in limited liability companies. The method used in this research is normative juridical, namely a method by collecting data based on library research (library search), namely by examining secondary data in the form of primary legal materials such as scientific books, statutory regulations, and other data. obtained by accessing the internet related to this research. Results of this research shows that the regulation of rights for majority and minority shareholders in Limited Liability Companies does not provide equal rights and is unfair. The more shares you own, the more power you have in determining decisions regarding the existence and running of a Limited Liability Company. Especially the principle of voting based on a majority vote which applies to all kinds of decisions at the General Meeting of Shareholders (GMS) results in the majority shareholder becoming powerful and dominant. This is a weakness that can be exploited by the majority shareholder in interpreting the phrase "reasonable price" as mentioned in Article 62 paragraph (1) Law No. 40 of 2007 concerning Limited Liability Companies. The meaning of "fair price" is not explained further either in the explanation of the limited liability company law or other statutory regulations