Annals of Justice and Humanity

Juridical analysis of notaries' role in drafting and ratifying deeds of amendment to limited liability companies' articles of association for shareholders' legal certainty

2025-09-02T14:37:57+07:00

Purpose: This study aims to analyze the legal framework regulating the role of notaries in drafting and ratifying deeds of amendment to the Articles of Association of a Limited Liability Company (PT), to examine the implementation of this role from the perspective of legal certainty for shareholders, and to identify obstacles along with their legal solutions.

Methodology: This study applies normative and empirical juridical methods through a statute and socio-legal approach. Data were gathered from literature and field research, including interviews with notaries and stakeholders, and qualitatively analyzed using theories of positive law, legal system, and legal certainty.

Results: The findings indicate that the notary’s role in amendments to articles of association is legally regulated under UUJN, UUPT, and related implementing regulations. However, practical challenges remain, such as nonconformity of deeds with regulations, technical barriers in the SABH system, and insufficient transparency and participation of shareholders.

Conclusion: Although the regulatory framework governing notarial authority is comprehensive, its implementation still encounters juridical, administrative, and substantive obstacles. This undermines the assurance of legal certainty for shareholders and highlights the need for reform in practice.

Limitation: The study is limited by its reliance on qualitative interviews with selected notaries and stakeholders in specific regions, which may not fully represent diverse practices nationwide.

Contribution: This research contributes to the development of corporate law by providing insights into harmonizing regulations, strengthening notarial capacity through training and legal technology, and promoting shareholder legal literacy to enhance legal certainty and minimize disputes.

Juridical analysis of legal certainty regarding the role of the Batam Business Entity and the Land Office in the land certificate transfer system in Batam City

2025-09-03T11:17:34+07:00

Purpose: This study aims to analyze the regulations, implementation, obstacles, and solutions related to legal certainty in the transfer of land certificate ownership in Batam City, where dual authority exists between the Batam Business Agency (BP Batam) and the Land Office. The research seeks to provide a comprehensive understanding of how institutional overlaps affect legal certainty for the public and business actors in a nationally strategic economic area.

Methods: The study uses normative and empirical juridical approaches through statutory and sociological methods, collecting data from regulatory documents and interviews with BP Batam officials, land staff, and legal practitioners, analyzed under positive law, legal system, and legal certainty theories.

Results: The findings reveal regulatory disharmony and institutional overlap between BP Batam and the Land Office that hinder legal certainty. Unintegrated administrative procedures, differences in information systems, and limited public awareness create delays and confusion in the transfer process.

Conclusion: Legal certainty in Batam’s land administration requires regulatory harmonization, integrated service mechanisms, and the digital integration of land administration systems. Strengthening public legal awareness is also essential for ensuring equitable and effective land services.

Limitation: This study is limited to Batam City as a case study and may not fully represent broader land administration issues in other regions of Indonesia.

Contribution: The research contributes to academic discourse and policy recommendations on resolving institutional dualism in land administration. It provides insights into harmonizing regulations and integrating digital systems to ensure legal certainty and improve public trust in land services.

Juridical analysis of legal certainty and protection of the parties in the cooperation agreement for the establishment of a health clinic at PT. Melaka Medives Cakra, Batam City

2025-09-03T14:03:20+07:00

Purpose: This study aims to analyze the legal arrangements, implementation, as well as obstacles and solutions in cooperation agreements for the establishment of health clinics at PT Melaka Medives Cakra in Batam City. The focus lies on aspects of legal certainty and the protection of parties involved. The research uses a combination of normative juridical and empirical juridical approaches.

Method: Data were collected through the study of laws and regulations, legal literature, and primary sources, including interviews with stakeholders and field observations. The analysis is based on positive law theory, Lawrence M. Friedman’s legal system theory, and Sudikno Mertokusumo’s legal certainty theory.

Result: Although the cooperation agreement was legally valid as an authentic deed, issues such as vague clauses, differing interpretations, and administrative barriers arose. Through addenda, legal support, and stronger dispute resolution clauses, the parties maintained stability and ensured fair legal protection.

Conclusion: The study concludes that clarity in contract drafting, early involvement of legal assistance, and simplified licensing procedures are crucial for ensuring legal certainty and sustainable cooperation in the health care sector.

Limitation: This research is limited to a single case study in Batam City, thus its findings may not fully represent similar cooperation agreements in other regions or health sectors.

Contribution: The study contributes by providing practical insights into strengthening legal certainty in health sector cooperation agreements. It offers recommendations for policymakers, practitioners, and stakeholders to foster a legal ecosystem that supports sustainable collaboration and equitable protection of rights.

Juridical analysis of abandoned shares in the process of changing the status of a public company to a private company

2025-09-04T10:13:45+07:00

Purpose: This study aims to analyze the legal framework, practical implementation, challenges, and possible solutions related to stranded shares in the process of converting a public limited liability company (PT) into a private PT (go private).

Methodology: A normative juridical approach was applied by examining relevant legal instruments, including the Company Law, Capital Market Law, and OJK regulations. An empirical juridical approach was also employed through interviews with notaries, OJK officials, capital market practitioners, and case studies of issuers facing obstacles due to stranded shares.

Results: The findings indicate that the absence of specific regulations regarding the classification and settlement of stranded shares significantly hampers the achievement of the General Meeting of Shareholders (GMS) quorum and obstructs the effectiveness of tender offers. Consequently, this condition delays the going private process and causes harm to active shareholders.

Conclusion: Legal uncertainty resulting from unregulated stranded shares undermines corporate restructuring in the capital market. A comprehensive regulatory revision and enforcement mechanism are needed to address the issue effectively.

Limitation: This research focuses on stranded shares in Indonesia’s capital market and does not provide comparative perspectives from other jurisdictions, which may offer alternative mechanisms.

Contribution: This study enriches academic discourse and provides policy recommendations by highlighting the need for regulatory reform, the establishment of judicial remedies to exclude inactive shares, and investor education. It contributes to strengthening legal certainty and stakeholder protection in corporate governance.

Juridical analysis of legal protection for creditors on the validity of the Power of Attorney to Encumber Mortgage (SKMHT) executed before a notary from the perspective of security law

2025-09-04T11:40:30+07:00

Purpose: This study analyzes the legal protection of creditors regarding the validity of the Power of Attorney to Encumber Mortgage Rights (Surat Kuasa Membebankan Hak Tanggungan/SKMHT) made before a Notary. It specifically examines differences in SKMHT formats between Notaries and Land Deed Officials (PPAT) and their implications for creditor protection and integration with land registration systems.

Methodology: A descriptive juridical-sociological approach was employed, combining normative legal analysis with empirical research. Data collection involved statutory and literature reviews as well as field research, including interviews with notaries, PPATs, and land office officials.

Results: The study reveals that creditor protection in Indonesia remains fragmented under several legal instruments such as the Civil Code, Mortgage Law, Banking Law, and Notary Law. Land offices generally require SKMHTs to comply with formats issued by the Head of the National Land Agency for integration with the electronic mortgage system (HT-el), creating challenges for SKMHTs drafted by Notaries.

Conclusion: The research concludes that harmonization between the Notary Law and agrarian laws is essential to ensure uniform recognition of SKMHTs across institutions, thereby strengthening legal certainty for creditors and improving the effectiveness of the electronic mortgage registration system.

Limitation: The study is limited to SKMHT implementation in Indonesia and does not include a comparative assessment with other jurisdictions.

Contribution: This research contributes by identifying regulatory gaps and offering harmonization measures to reinforce creditor protection, improve procedural uniformity, and support the effective operation of the electronic mortgage registration framework.

Juridical analysis of land rights release with ownership certificates purchased by limited liability companies from land law perspective

2025-09-04T14:02:39+07:00

Purpose: This study aims to analyze the legal framework for the release of Freehold Title (SHM) land purchased by Limited Liability Companies (PT) in Batam. It focuses on the regulatory basis, implementation practices, and the challenges and solutions in the conversion process to Right to Build (HGB).

Methodology: The research employs a descriptive sociological-juridical method combined with a normative legal approach to examine secondary data, and an empirical approach to gather primary data through field research. The analysis integrates statutory interpretation and practical observations from stakeholders.

Results: Findings reveal that SHM land purchased by a PT must first be released and transferred to the state before being converted to HGB. The process involves drafting a deed of release before a notary, fulfilling BP Batam’s regulatory requirements, and submitting an HGB application to BPN under Minister of ATR/BPN Regulation No. 5 of 2025.

Conclusion: The legal certainty of land release in Batam depends on technical regulations, institutional coordination, and digital integration. While the current system provides a mechanism, procedural and administrative delays persist.

Limitations:The study is limited to the Batam context and relies on selected field data. Broader generalization may require comparative studies across other special economic zones in Indonesia.

Contribution: This research contributes to the discourse on land law reform in Indonesia by offering practical legal solutions, including the need for technical regulations on release deeds, improved inter-agency coordination, and digital land information systems to ensure efficiency and certainty in land rights conversion.

Juridical analysis of the application of the code of ethics to notaries who commit occupational violations

2025-09-04T14:39:22+07:00

Purpose: This study aims to analyze the legal arrangements governing the Notary code of ethics in Indonesia, particularly in Tanjungpinang City, examine its practical application in cases of office violations, and identify the obstacles and solutions in enforcing professional discipline.

Methodology: The study applies normative and empirical juridical approaches, using legal reviews of the Notary Position Law and INI Code of Ethics, supported by interviews, documentation, and field observations of supervisory practices by the Regional Supervisory Assembly and the INI Honor Council in Tanjungpinang City.

Results: The study finds that although notarial ethical regulations are comprehensive, practical enforcement remains inconsistent due to persistent violations, low ethical awareness, weak coordination, and limited public legal literacy.

Conclusions: The enforcement of the notarial code of ethics in Tanjungpinang City is still suboptimal despite sufficient normative frameworks. Effective enforcement requires strengthening institutional coordination, raising public awareness, and conducting periodic evaluations of ethical regulations.

Limitations: This research is geographically limited to Tanjungpinang City and primarily focuses on current supervisory mechanisms. Broader comparative studies across different regions could provide deeper insights into systemic issues in notarial supervision.

Contribution: The study contributes to the discourse on professional accountability in the notarial field by highlighting the gap between normative regulation and empirical practice. It also provides recommendations for improving institutional oversight and public legal awareness, thereby enhancing legal certainty and professional integrity in notarial services.

Juridical analysis of legal protection for the implementation of option agreements for foreign citizens (foreign nationals) in apartment ownership (research study: Apartments in Batam City

2025-09-09T10:39:46+07:00

Purpose: This study examines the legal protection of option agreements used by foreign nationals (FNs) to acquire apartment ownership in Batam City. It evaluates the regulatory framework, practical implementation, challenges, and the extent to which such agreements provide legal certainty for both developers and FNs.

Methodology: A normative juridical approach was combined with a socio-legal method. Secondary data were obtained from legislation, legal literature, and jurisprudence, while primary data were gathered through interviews with notaries, government officials, developers, and foreign buyers in Batam.

Results: The findings reveal that option agreements, though widely applied, lack explicit regulation in Indonesian law. Their legal force relies on the contractual freedom principle under the Civil Code, making them valid but weak in providing ownership rights. In practice, they are often used as alternatives to bypass restrictions on foreign ownership, but this creates potential legal uncertainty, especially in cases of default, regulatory changes, or disputes.

Conclusion: Option agreements serve only as contractual instruments and fail to provide comprehensive legal protection or full ownership rights for FNs under Indonesian agrarian law. Clearer statutory provisions are required to enhance certainty and prevent abuse.

Limitations: The research is limited to Batam City and does not fully capture variations across other regions. Data on disputes and enforcement are also limited.

Contribution: This study identifies regulatory gaps in option agreements and emphasizes the need for government intervention through clearer policies, offering recommendations for policymakers, land agencies, and notaries to enhance investor protection, legal certainty, and national sovereignty.