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Juridical analysis of notaries' role in drafting and ratifying deeds of amendment to limited liability companies' articles of association for shareholders' legal certainty Dahliana Munthe; H.M. Soerya Respationo; Erniyanti Erniyanti
Annals of Justice and Humanity Vol. 4 No. 2 (2025): June
Publisher : Goodwood Publishing

Show Abstract | Download Original | Original Source | Check in Google Scholar | DOI: 10.35912/ajh.v4i2.3412

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 Lilis Suriyani; H.M. Soerya Respationo; Erniyanti Erniyanti
Annals of Justice and Humanity Vol. 4 No. 2 (2025): June
Publisher : Goodwood Publishing

Show Abstract | Download Original | Original Source | Check in Google Scholar | DOI: 10.35912/ajh.v4i2.3416

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 Dedy Cakra Wijaya; H.M. Soerya Respationo; Erniyanti Erniyanti
Annals of Justice and Humanity Vol. 4 No. 2 (2025): June
Publisher : Goodwood Publishing

Show Abstract | Download Original | Original Source | Check in Google Scholar | DOI: 10.35912/ajh.v4i2.3417

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 Herry Wahyu Andradjadi; Erniyanti Erniyanti; Markus Gunawan
Annals of Justice and Humanity Vol. 4 No. 2 (2025): June
Publisher : Goodwood Publishing

Show Abstract | Download Original | Original Source | Check in Google Scholar | DOI: 10.35912/ajh.v4i2.3420

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 land rights release with ownership certificates purchased by limited liability companies from land law perspective Christian Jericho; Laily Washliati; Erniyanti Erniyanti
Annals of Justice and Humanity Vol. 5 No. 1 (2025): December
Publisher : Goodwood Publishing

Show Abstract | Download Original | Original Source | Check in Google Scholar | DOI: 10.35912/ajh.v5i1.3423

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 Jumianto Jumianto; Ali Amran; Erniyanti Erniyanti
Annals of Justice and Humanity Vol. 5 No. 1 (2025): December
Publisher : Goodwood Publishing

Show Abstract | Download Original | Original Source | Check in Google Scholar | DOI: 10.35912/ajh.v5i1.3427

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 Meily Ferawati; Irpan Husein Lubis; Erniyanti Erniyanti; Markus Gunawan
Annals of Justice and Humanity Vol. 5 No. 1 (2025): December
Publisher : Goodwood Publishing

Show Abstract | Download Original | Original Source | Check in Google Scholar | DOI: 10.35912/ajh.v5i1.3435

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.

Analysis of the Effectiveness of the DPRD's Supervision Function on Batam City Regional Government Performance Putra Yustisi Respaty; Erniyanti Erniyanti; Darwis Anatami; Soerya Respationo
Studi Akuntansi dan Bisnis Indonesia Vol 1 No 1 (2025): January
Publisher : Lembaga Penelitian dan Pengabdian kepada Masyarakat (LPPM), Sekolah Tinggi Ilmu Ekonomi Krakatau

Show Abstract | Download Original | Original Source | Check in Google Scholar

Purpose: This study analyzes the effectiveness of the Batam City DPRD’s supervisory function and the factors affecting it, amid challenges like limited resources, political intervention, low public access to information, and suboptimal member competence. Methodology/approach: This study uses normative juridical and sociological empirical methods through literature review and fieldwork involving DPRD members, local officials, and the public, with descriptive analysis of supervision aspects like DPRD involvement, transparency, government response, and public participation. Results/findings: The Batam City DPRD’s supervisory function is hindered by limited resources, political interference, low public participation, and weak member capacity, though active involvement and government response help improve its effectiveness. Conclusions: The study concludes that Batam City DPRD's oversight is essential but limited by internal and external factors. Improving member competence, public involvement, and minimizing political interference are key to strengthening its effectiveness. Limitations: This study is limited to the context of the Batam City DPRD and may not reflect conditions in other regions. The findings are also based on qualitative data, which may be subject to respondent bias and limited generalizability. Contribution:. This research identifies key factors in DPRD oversight and provides insights to improve legislative governance and guide future studies on regional legislative performance.

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