According to the Limited Liability Company Law, the shareholder register is a document owned by the limited company that contains:

1. Name and address of the shareholder;
2. Amount, number, acquisition date of shares, and classification of shares if shares are issued in various categories;
3. Amount of paid-up shares;
4. Name and address of individuals or legal entities that have a lien on the shares or act as fiduciary recipients of the shares, and the date of acquisition or registration of the lien; and
5. Information about the deposit of shares in other forms.

Shareholders of the company have the right to view the list of shareholders available at the limited liability company’s location. Furthermore, with the existence of the shareholder list, the shareholders of the limited liability company can easily keep track of any changes that occur.

Basically, the Limited Liability Company Law regulates the duties and authorities of the board of directors of a limited liability company. In this case, the board of directors has the authority to manage the limited liability company in the interest of the company, in accordance with policies deemed appropriate, within the limits set by the Limited Liability Company Law and the company’s Articles of Association, including creating and maintaining a list of shareholders.

Article 50 paragraph (1) of the Company Law clearly states that the board of directors must create and maintain a register of shareholders. Article 50 paragraph (2) of the Company Law also states that the board of directors is required to create and maintain a special register in addition to the shareholder register mentioned in the previous paragraph. (1). This list must include all shares held by members of the Board of Commissioners and Directors, as well as their family members who own shares in the Company and/or in other companies, along with the dates on which those shares were acquired. Therefore, the board of directors of the limited liability company must comply with the provisions of the Company Law regarding the register of shareholders.

If a limited liability company (PT) does not have a list of shareholders as required by the Company Law, which has been amended by the Job Creation Law, there are no legal consequences or sanctions for the board of directors who fail to fulfill their responsibility to create and maintain a list of shareholders. However, Article 97 paragraph (1) of the Company Law states that the board of directors is responsible for managing the company in accordance with its aims and objectives. This management must be carried out properly and with full responsibility. The way to do it is by looking at several things:

1. Must be trustworthy;
2. Must carry out management for reasonable or appropriate purposes;
3. Must comply with laws and regulations;
4. Must be loyal to the limited liability company, not use the funds and assets of the limited liability company for personal interests, and must keep all information of the limited liability company confidential; and
5. Must avoid any conflict of personal interest with the interests of the limited liability company.

If the board of directors of a limited liability company does not carry out its duties and obligations in accordance with the provisions set forth in the Company Law and its amendments, or the relevant articles of association, the board of directors will be held personally liable. Furthermore, just as if the board neglects its obligation to create a specific list of shareholders, the directors will face legal consequences as mentioned in Article 101 paragraph (2) of the Company Law: If a member of the board of directors fails to fulfill the responsibilities as stated in paragraph (1) and causes losses to the company, that member will be personally liable for the company’s losses.

According to Article 50 of the Limited Liability Company Law, if the board of directors fails to fulfill the responsibility of creating and maintaining a list of shareholders, the board of directors is fully personally liable for any losses arising from that failure to meet the responsibility. The meaning of “fully personally liable” implies that the directors can be held accountable for damages, even if it involves their personal assets.

According to the Limited Liability Company Law, shareholders of a limited liability company are those who hold at least one-tenth of the total shares and have the right to file a lawsuit in the District Court against the board of directors if the company suffers losses as a result of actions taken by the board. In practice, shareholders file lawsuits on behalf of the limited liability company, rather than in their own name. Not only shareholders of a limited liability company, but also the board of commissioners and members of the board of directors of the limited liability company have the right to sue. This is why the board of commissioners of a limited liability company can sue the board of directors in the District Court.

LEGAL BASIS

• Law Number 40 of 2007 concerning Limited Liability Companies
• Government Regulation in Lieu of Law Number 2 of 2022 concerning Job Creation
• Law Number 6 of 2023 concerning the Implementation of Government Regulation in Lieu of Law Number 2 of 2022 concerning Job Creation into Law

REFERENCE
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