A Legal Analysis of the Validity of a Notarial Deed Regarding Changes in the Management of a Limited Liability Company That Do Not Conform to the Intentions of the Parties (A Study of Judgment No. 46/Pdt.G/2023/PN.Cbi)
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Wahyu Dwi Utami
Ali Abdullah
Utji Sri Wulan Wuryandari
This study aims to analyse the validity of the deed of change in the management of a Limited Liability Company that does not reflect the true will of the parties, and the legal consequences arising therefrom, based on Decision Number 46/Pdt.G/2023/PN.Cbi. The research method employed is normative legal research utilising legislative, conceptual, and case approaches. The data used comprised primary, secondary, and tertiary legal materials, which were analysed qualitatively through a descriptive-analytical method. The results of the study show that the validity of a notarial deed is determined not only by the fulfilment of formal requirements as an authentic deed, but also by the fulfilment of substantive requirements — namely, the conformity of the deed's contents with the true will of the parties. In the case under examination, a discrepancy was found between the will of the shareholders, who sought the dismissal of the directors with prejudice, and the substance of the deed, which recorded an honourable resignation. This discrepancy resulted in the non-fulfilment of the elements of a valid agreement as stipulated in Article 1320 of the Kitab Undang-Undang Hukum Perdata (KUHPerdata), rendering the deed legally defective. Furthermore, the notary was found to have failed to apply the principle of prudence and to have neglected their obligations of care as prescribed under the Law on Notarial Position. Therefore, the conformity between the will of the parties and the contents of the deed is an essential element in ensuring legal certainty and legal protection.
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