Yullananda, Rachmadi Usman

THE URGENCY OF A NOTARY DEED IN CHANGING A INDIVIDUAL COMPANY INTO A CAPITAL PARTNERSHIP COMPANY

Introduction

The urgency of a notary deed in changing a individual company into a capital partnership company. Understand the urgency and legal implications of using a notary deed to convert an individual company (sole proprietorship) into a capital partnership, ensuring proper validation.

Abstract

The Urgency of Notarial Deed in Changing a Sole Proprietorship to a Capital Partnership Company. This study aims to determine and analyze how a sole proprietorship changes to a capital partnership company and the urgency of a notarial deed in changing a sole proprietorship to a capital partnership company. This legal research uses a normative legal research type, the research approach used is the Statutory approach and the Conceptual Approach. A Sole Proprietorship is required to convert to a capital partnership company if the shareholder is more than one person and/or has exceeded the UMK qualification limit. as regulated in Article 9 of PP No. 8 of 2021 where the change in status is carried out through a notarial deed and registered electronically with the Minister of Law and Human Rights, if two Sole Proprietorships want to merge, it cannot be done through a formal merger as regulated in Law No. 40 of 2007. Because there are no regulations governing the process of changing additional shares through a merger between a Sole Proprietorship and another Sole Proprietorship. The change in legal form from a Sole Proprietorship to a Capital Partnership has significant legal and administrative consequences, thus requiring the formal involvement of a notary. The notarial deed is very important in this process because it is the legal basis needed to validate the existence and new structure of the company which is no longer owned by a single person based on Article 9 paragraph (2) of PP No. 8 of 2021.

Review

This paper addresses a critical aspect of business law in Indonesia, focusing on the legal requirements for transforming a sole proprietorship into a capital partnership company. The study's stated aim is to elucidate the process of such a change and, more importantly, to analyze the "urgency" of a notarial deed in facilitating this conversion. Employing a normative legal research methodology, with statutory and conceptual approaches, the research promises a foundational understanding of the legal frameworks governing business entity transformations, specifically referencing Indonesian regulations such as PP No. 8 of 2021 and Law No. 40 of 2007. The topic is highly relevant for entrepreneurs and legal practitioners navigating the complexities of business growth and compliance in the Indonesian context. The abstract highlights several key findings. It establishes that a sole proprietorship is legally mandated to convert to a capital partnership if its shareholder base expands beyond one person or if it exceeds the UMK qualification limit, as stipulated in Article 9 of PP No. 8 of 2021. Crucially, this transformation necessitates a notarial deed and subsequent electronic registration with the Minister of Law and Human Rights. The paper identifies a significant gap concerning mergers, noting that two sole proprietorships cannot formally merge under Law No. 40 of 2007 due to the absence of specific regulations. This underscores the distinctive legal position of sole proprietorships versus more complex corporate structures. The abstract convincingly argues that the change in legal form carries "significant legal and administrative consequences," making the notarial deed indispensable as the legal basis for validating the new company structure and its multi-person ownership. Overall, this research offers valuable insights into a practical and legally intricate process. Its strength lies in clearly articulating the legal mandate and the indispensable role of the notary in ensuring the validity and proper registration of company transformations in Indonesia. The identification of regulatory gaps concerning sole proprietorship mergers is particularly noteworthy, pointing to areas that may require further legislative clarity or alternative practical solutions. For legal practitioners, business owners, and policymakers, the paper serves as an important resource for understanding the legal imperatives behind company evolution and the specific requirements for compliance, affirming the critical "urgency" of formal legal instruments like the notarial deed in safeguarding business integrity and legal certainty.

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