Pergeseran Konsep Badan Hukum dari Kontraktual ke Registrasi

Studi atas Perseroan Perorangan tanpa Akta Notaris

Abstract

This study examines the legal risks associated with the establishment of a Sole Shareholder Limited Liability Company (Perseroan Perorangan) without a notarial deed from the perspectives of corporate law and the law of evidence. The enactment of the Job Creation Law, which allows a company to be established by a single individual through an electronic registration system, has simplified the business formation process for Micro, Small, and Medium Enterprises (MSMEs). However, it has also given rise to several legal issues. The absence of a notarial deed means that the company's establishment documents do not possess the same evidentiary value as an authentic notarial deed, potentially creating legal uncertainty in both civil and criminal disputes. Furthermore, this simplified mechanism may lead to ambiguity regarding the separation of personal and corporate assets, as well as increase the risk of abuse of the legal entity due to the overly simplified incorporation procedure.This research employs a descriptive qualitative approach using a combination of normative and empirical methods. The normative approach analyzes relevant laws and regulations, while the empirical research was conducted at ANUKULAGHANA Consultant Law Office and the Notary Office of Santy Fitnawati WN, S.H., M.Kn. The study aims to examine the shift in the concept of legal entities from a contractual basis toward a registration-based system and its implications for the legal protection of third parties. Although the establishment of a Sole Shareholder Limited Liability Company without a notarial deed provides broader access to business incorporation for MSMEs, it also creates significant legal risks. The findings indicate the need to strengthen the regulatory framework and evidentiary mechanisms to ensure that the objective of facilitating business establishment through Sole Shareholder Limited Liability Companies remains consistent with the principles of legal certainty and legal protection for all parties.