Tinjuan Yuridis terhadap Perjanjian Nominee (Nominee Agreement) dalam Kepemilikan Saham pada Perseroan Terbatas Bentuk Penanaman Modal Asing di Indonesia

Herlinda, Anna (2021) Tinjuan Yuridis terhadap Perjanjian Nominee (Nominee Agreement) dalam Kepemilikan Saham pada Perseroan Terbatas Bentuk Penanaman Modal Asing di Indonesia. Undergraduate thesis, Universitas Internasional Batam.

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Abstract

Indonesia, which is rich in human and natural resources, has brought many opportunities for foreign investors to make investment which can increase our economic growth. Legal system about investment in a limited company has been regulated, including limited of share ownership of foreign investor that depends on the business field. The nominee agreement is commonly used as a way to justify the act of holding shares over the limitation as per regulated to fulfill the greed of foreign investors. This research is carried out to find out the position of the exsistance of nominee agreement in the Indonesian legal system, root cause and legal consequences arising from such agreement. This is a normative/doctrinal method of analyzing research and the sources of data used are in the forms of primary, secondary, and tertiary materials. The legal materials are collected through library research method. All of the data collected are studied, processed and composed to classify aspects of qualitative analysis. The entire report is described descriptively. Based on the outcome of this study and research, the evidence showed that the existence of nominee agreement has actually been prohibited and is not recognized by any of Indonesian regulations. The principle of freedom of contract and the principle of pacta sunt servanda which provide freedom and certainty has been the main factor of the causes which assures parties to make such agreement. The second factor is the negative investment list that regulates business field that are closed and conditionally open for investment with its limits of ownership share may not meet the will of investors who want to own majority portion and control over than the limit of shares. The last factor is the penalty has not been sufficiently and lawfully defined. The legal consequences of using nominee agreement will only arise if proven as prohibited and against article 33 paragraph (1) and paragraph (2) of the Investment Laws which became null and void. Keywords: Share, Nominee, Agreement, Foreign

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