"[
ABSTRAKBusiness Transfer adalah salah satu bentuk corporate action yang banyak terjadi di antara
kalangan pengusaha di dalam prakteknya dewasa ini. Ketentuan Undang-undang Nomor 40
Tahun 2007 tentang Perseroan Terbatas (Undang-undang Perseroan Terbatas) tidak mengatur
secara tegas mengenai Business Transfer, namun mengatur mengenai pemisahan yang
memiliki kesamaan unsur-unsur dengan statu Business Transfer. Walaupun demikian,
pengaturan mengenai pemisahaan di dalam Undang-undang ini masih sangat terbatas, dan
belum ada suatu peraturan pelaksanaan terkait pelaksanaan pemisahan oleh suatu Perseroan
Terbatas. Penelitian hukum ini mengemukakan dan berusaha meneliti tiga pokok
'permasalahan, yakni: (i) apakah pelaksanaan Business Transfer dapat dianggap sebagai suatu
pemisahan menurut Undang-undang Perseroan Terbatas; (ii) Bagaimanakah tata cara
pelaksanaan pemisahan menurut Undang-undang Perseroan Terbatas; dan (iii) apakah
pelaksanaan Business Transfer oleh suatu perseroan terbatas, yakni PT. SSAT telah
memenuhi ketentuan mengenai pemisahan yang diatur di dalam Undang-undang Perseroan
Terbatas. Dengan menggunakan metode penelitian normatif untuk menjawab pokok-pokok
permasalahan diatas, dapat diketahui bahwa pada hakikatnya pelaksanaan suatu Business
Transfer dapat dipandang sebagai pemisahan. Dengan mendasarkan pada Undang-undang
Perseroan Terbatas, pelaksanaan suatu pemisahan harus memenuhi ketentuan Pasal 127
iuncto Pasal 87 ayat (l) mengenai pengambilan keputusan secara musyawarah mufakat dan
Pasal 89 Undang-undang Perseroan Terbatas ketentuan mengenai kuorum Rapat Umum
Pemegang Saham. Sedangkan berdasarkan penelitian empiris yang dilakukan terhadap
Business Transfer yang dilakukan oleh PT. SSAT, dicapai kesimpulan bahwa pelaksanaanya
belum memenuhi syarat-syarat prosedural dari pemisahan yang diatur di dalam Undangundang
Perseroan Terbatas. Ketiadaan pengaturan yang menyeluruh mengenai pemisahan di
dalam prakteknya dapat menimbulkan kerancuan dan potensi diabaikannya kepentingan
pihak ketiga.
ABSTRACTBusiness Transfer is one of corporate action which often occurred in the midst of
entrepreneurs as of late. The provisions under Law Number 40 Year 2007 on Limited
Liability Company (Company Law) does not regulate expressly about business transfer, only
spin-off which may seem to have similar traits to a business transfer. However, provisions
related to spin-off under the Company Law is also still very limited, and there has been no
implementing regulation on spin-off issued by the Government. This legal research focuses
on three issues, which are: (i) whether a business transfer can be deemed as a spin-off under
the Company Lawl' (ii) how is a spin-off canied out under the Company Law1' and (iii)
whether the performance of a business transfer by a company named PT. SSAT has been
carried out in accordance to the provisions concerning spin-off under the Company Law.
Using a normative method to obtain answers to the abovementioned issues, it is found that
principally, a business transfer can be deemed as a spin-off. Based on the Company Law, the
canying out of a spin-off must be made in accordance to Article 127 concurrently with
Article 87 Paragraph (1) conceming the passing of a resolution based on consensus and
Article 89 of the Company Law concerning the quorum of a General Meeting of
Shareholders. On the other hand, an empirical research on the carrying out of a business
transfer by PT. SSAT proves that its performance was not made in accordance to the
procedural requirements of a spin-off under the Company Law. The absence of a thorough
regulation on spin-off in its practice may very well cause ambiguity and potentially cause
uncertainty towards the interests of third parties.;Business Transfer is one of corporate action which often occurred in the midst of
entrepreneurs as of late. The provisions under Law Number 40 Year 2007 on Limited
Liability Company (Company Law) does not regulate expressly about business transfer, only
spin-off which may seem to have similar traits to a business transfer. However, provisions
related to spin-off under the Company Law is also still very limited, and there has been no
implementing regulation on spin-off issued by the Government. This legal research focuses
on three issues, which are: (i) whether a business transfer can be deemed as a spin-off under
the Company Lawl' (ii) how is a spin-off canied out under the Company Law1' and (iii)
whether the performance of a business transfer by a company named PT. SSAT has been
carried out in accordance to the provisions concerning spin-off under the Company Law.
Using a normative method to obtain answers to the abovementioned issues, it is found that
principally, a business transfer can be deemed as a spin-off. Based on the Company Law, the
canying out of a spin-off must be made in accordance to Article 127 concurrently with
Article 87 Paragraph (1) conceming the passing of a resolution based on consensus and
Article 89 of the Company Law concerning the quorum of a General Meeting of
Shareholders. On the other hand, an empirical research on the carrying out of a business
transfer by PT. SSAT proves that its performance was not made in accordance to the
procedural requirements of a spin-off under the Company Law. The absence of a thorough
regulation on spin-off in its practice may very well cause ambiguity and potentially cause
uncertainty towards the interests of third parties., Business Transfer is one of corporate action which often occurred in the midst of
entrepreneurs as of late. The provisions under Law Number 40 Year 2007 on Limited
Liability Company (Company Law) does not regulate expressly about business transfer, only
spin-off which may seem to have similar traits to a business transfer. However, provisions
related to spin-off under the Company Law is also still very limited, and there has been no
implementing regulation on spin-off issued by the Government. This legal research focuses
on three issues, which are: (i) whether a business transfer can be deemed as a spin-off under
the Company Lawl' (ii) how is a spin-off canied out under the Company Law1' and (iii)
whether the performance of a business transfer by a company named PT. SSAT has been
carried out in accordance to the provisions concerning spin-off under the Company Law.
Using a normative method to obtain answers to the abovementioned issues, it is found that
principally, a business transfer can be deemed as a spin-off. Based on the Company Law, the
canying out of a spin-off must be made in accordance to Article 127 concurrently with
Article 87 Paragraph (1) conceming the passing of a resolution based on consensus and
Article 89 of the Company Law concerning the quorum of a General Meeting of
Shareholders. On the other hand, an empirical research on the carrying out of a business
transfer by PT. SSAT proves that its performance was not made in accordance to the
procedural requirements of a spin-off under the Company Law. The absence of a thorough
regulation on spin-off in its practice may very well cause ambiguity and potentially cause
uncertainty towards the interests of third parties.]"
