UPAYA PEMENUHAN KEWAJIBAN PEMIMPIN PERSEROAN TERBATAS TERHADAP RAPAT UMUM PEMEGANG SAHAM (STUDI KASUS NOMOR 29/Pdt.P/2023/PN KPN)

This research deals with the rights of disadvantaged shareholders. When the General Assembly of Shareholders (GMS) was not held by the Board of Directors and the Council of Commissioners. The objective of this GMS is to review, monitor and understand the performance carried out by the Board of Directors and the Council of Commissioners so that they can achieve common goals and achievements. In this GMS, the Board of Directors and the Board of Commissioners did not grant rights to shareholders in the form of dividend distribution, financial reports, reports on company activities, reports on the fulfillment of social and environmental responsibilities, details of the problems that arose during one year of mandate and reports on the supervisory functions that the Commissioners would have performed. In this case everything is the right of the shareholder. Because shareholders feel at a disadvantage, this investigation was carried out to determine the resolution of the case of failure to hold a GMS for shareholders by the directors and board of commissioners Case number 29/Pdt.P/2023/Pn Kpn. The research method used by the researchers is the empirical legal method, which is carried out by collecting primary data obtained directly in the field and which aims to implement laws related to this research. The results of this investigation are in accordance with article 79 of Law No. 40 of 2007 on Limited Liability Companies (UUPT), that is, if the Board of Directors and the Council of Commissioners do not maintain a GMS for the shareholders, then the shareholders can request that a GMS be maintained for the directors, if there is no response, then go to the Board of Commissioners by letter sending it to them. If it has been sent in accordance with the provisions of paragraphs 5 and 7 of article 79, the Board of Directors, the Council of Commissioners, is obliged to convene the GMS within a period of no more than 15 (fifteen) days from the date the GMS withholding request is received. If no action is taken by the Board of Directors and the Board of Commissioners, then under Article 80 of the Companies Law, the applicant (shareholder) can apply for a GMS to be held in the local District Court. In this investigation, we, as the applicant's attorneys, took legal action, namely by filing a petition with the Kepanjen District Court. After holding several hearings on the petition, the responses of the respondent, replies, duplicates and the evidence of the applicant, there was peace between the petitioner and the respondent, so to achieve peace in this case the petitioner withdrew the case (this case it was retired). In this case, it is necessary to have a new policy that includes consequences, including strict sanctions if a director of a company, whether intentionally or negligently, fails to perform or report GMS activities, often causing confusion and harms shareholders. . The researchers suggest in this case creating a policy to compensate shareholders who feel disadvantaged by not owning a GMS of a company for which the directors are responsible.