Juridical Review of the Nominee Structure of Shareholders in a Limited Liability Company

Oct 13, 2025 by leolavanderia.com.br 98 views

Juridical Review of the Nominee Structure of Shareholders in a Limited Liability Company

Introduction

The nominee structure is a system that allows a beneficiary (entitled party) to control a nominee, who acts as a registered owner of an asset. In this case, the real owner is a beneficiary who has the right to manage and benefit from these assets. The use of this nominee structure is generally applied in share ownership in limited liability companies in Indonesia. However, it is essential to note that the nominee concept is not known in the Civil Law legal system that applies in Indonesia, but originates from the common law legal system.

Background

Law Number 40 of 2007 concerning Limited Liability Companies (UUPT) does not provide a clear arrangement regarding the nominee structure or nominee shareholders. This gives rise to the void of norms that have the potential to cause legal problems in the future. The lack of regulations regarding nominee shareholders in the UUPT results in high legal risks due to the lack of legal protection for the parties involved in this transaction.

Methodology

This study uses the normative juridical approach method by collecting data through literature studies. The data obtained are arranged systematically and analyzed using qualitative scientific logic procedures. It is hoped that the results of this study can answer existing problems and provide relevant solutions.

Types of Nominee Structures

From the results of the study, there are two types of shareholder nominee structures in Indonesia, namely direct nominee structure (direct structure) and indirect nominee structure (indirect nominee structure). The direct nominee structure is where the nominee is directly appointed by the beneficiary, while the indirect nominee structure is where the nominee is appointed by a third party on behalf of the beneficiary.

Validity of the Nominee Structure

The validity of the nominee structure depends on the validity of the underlying agreement. However, the absence of regulations regarding nominee shareholders in the UUPT results in high legal risks due to the lack of legal protection for the parties involved in this transaction.

Role of Notary

Notary, in its capacity as a general official authorized to prepare an authentic deed, has the responsibility to ensure that the deed he made in accordance with applicable legal provisions. Therefore, it is essential for notaries to be aware of the nominee structure and its implications in order to provide accurate and reliable services to their clients.

Need for Clear Arrangement

It is very necessary to have a clear arrangement regarding nominee shareholders in the UUPT to create legal certainty. The current UUPT seems to be "silent" to this arrangement. The nominee structure of shareholders should be allowed with special supervision and certain restrictions, given the importance of using nominee for the effectiveness and efficiency of transactions, especially in the capital market field.

Importance of Transparency

Further analysis shows that transparency in the use of nominee structures is very crucial. If not, there will be potential abuse that can be detrimental to related parties. A tighter and clear arrangement will help prevent abuse and provide legal protection for all parties involved in this structure.

Adaptation of Regulations

In addition, with the development of the business world and the need for flexibility in transactions, regulations regarding nominee need to be adapted in order to meet the dynamics of the changing market. Thus, good arrangements will bring benefits not only to individuals and companies, but also for overall economic growth in Indonesia.

Conclusion

In conclusion, the nominee structure is a system that allows a beneficiary to control a nominee, who acts as a registered owner of an asset. The use of this nominee structure is generally applied in share ownership in limited liability companies in Indonesia. However, it is essential to note that the nominee concept is not known in the Civil Law legal system that applies in Indonesia, but originates from the common law legal system. The lack of regulations regarding nominee shareholders in the UUPT results in high legal risks due to the lack of legal protection for the parties involved in this transaction. Therefore, it is very necessary to have a clear arrangement regarding nominee shareholders in the UUPT to create legal certainty.

Recommendations

Based on the results of this study, the following recommendations are made:

The UUPT should be amended to include a clear arrangement regarding nominee shareholders.
The nominee structure of shareholders should be allowed with special supervision and certain restrictions.
Transparency in the use of nominee structures should be ensured to prevent abuse and provide legal protection for all parties involved in this structure.
Regulations regarding nominee need to be adapted in order to meet the dynamics of the changing market.

Limitations of the Study

This study has several limitations, including:

The study only focuses on the nominee structure in limited liability companies in Indonesia.
The study does not cover the nominee structure in other types of companies or entities.
The study relies on literature studies and does not involve empirical data collection.

Future Research Directions

Future research directions include:

Conducting a study on the nominee structure in other types of companies or entities.
Collecting empirical data on the use of nominee structures in limited liability companies in Indonesia.
Analyzing the impact of the nominee structure on the capital market in Indonesia.

References

Law Number 40 of 2007 concerning Limited Liability Companies (UUPT).
Notary Law Number 2 of 2014.
Civil Law Code of Indonesia.
Common Law System.
Literature studies on the nominee structure in limited liability companies in Indonesia.
Frequently Asked Questions (FAQs) about the Nominee Structure in Limited Liability Companies

Q: What is a nominee structure?

A: A nominee structure is a system that allows a beneficiary (entitled party) to control a nominee, who acts as a registered owner of an asset. In this case, the real owner is a beneficiary who has the right to manage and benefit from these assets.

Q: Why is the nominee structure used in limited liability companies in Indonesia?

A: The nominee structure is used in limited liability companies in Indonesia to provide flexibility and anonymity in share ownership. It allows beneficiaries to control the company without being publicly known as the owners.

Q: Is the nominee concept known in the Civil Law legal system that applies in Indonesia?

A: No, the nominee concept is not known in the Civil Law legal system that applies in Indonesia. It originates from the common law legal system.

Q: What are the two types of nominee structures in Indonesia?

A: There are two types of nominee structures in Indonesia, namely direct nominee structure (direct structure) and indirect nominee structure (indirect nominee structure). The direct nominee structure is where the nominee is directly appointed by the beneficiary, while the indirect nominee structure is where the nominee is appointed by a third party on behalf of the beneficiary.

Q: What is the validity of the nominee structure?

A: The validity of the nominee structure depends on the validity of the underlying agreement. However, the absence of regulations regarding nominee shareholders in the UUPT results in high legal risks due to the lack of legal protection for the parties involved in this transaction.

Q: What is the role of notary in the nominee structure?

A: Notary, in its capacity as a general official authorized to prepare an authentic deed, has the responsibility to ensure that the deed he made in accordance with applicable legal provisions. Therefore, it is essential for notaries to be aware of the nominee structure and its implications in order to provide accurate and reliable services to their clients.

Q: Why is transparency in the use of nominee structures crucial?

A: Transparency in the use of nominee structures is crucial because it prevents potential abuse that can be detrimental to related parties. A tighter and clear arrangement will help prevent abuse and provide legal protection for all parties involved in this structure.

Q: What are the benefits of having a clear arrangement regarding nominee shareholders in the UUPT?

A: Having a clear arrangement regarding nominee shareholders in the UUPT will create legal certainty and provide legal protection for all parties involved in this structure. It will also prevent potential abuse and ensure that the nominee structure is used in a transparent and accountable manner.

Q: What are the recommendations for the UUPT regarding the nominee structure?

A: The UUPT should be amended to include a clear arrangement regarding nominee shareholders. The nominee structure of shareholders should be allowed with special supervision and certain restrictions. Transparency in the use of nominee structures should be ensured to prevent abuse and provide legal protection for all parties involved in this structure.

Q: What are the limitations of this study?

A: This study has several limitations, including:

The study only focuses on the nominee structure in limited liability companies in Indonesia.
The study does not cover the nominee structure in other types of companies or entities.
The study relies on literature studies and does not involve empirical data collection.

Q: What are the future research directions for this study?

A: Future research directions include:

Conducting a study on the nominee structure in other types of companies or entities.
Collecting empirical data on the use of nominee structures in limited liability companies in Indonesia.
Analyzing the impact of the nominee structure on the capital market in Indonesia.

Q: What are the implications of this study for policymakers and regulators?

A: The findings of this study have implications for policymakers and regulators in Indonesia. They should consider amending the UUPT to include a clear arrangement regarding nominee shareholders and ensuring that the nominee structure is used in a transparent and accountable manner.