Pena Justisia: Media Komunikasi dan Kajian Hukum
Vol. 25 No. 2 (2026): Vol. 25 No. 2 (2026): Pena Justisia

DEFINING “PARTICIPATE” UNDER ARTICLE 77 OF INDONESIA’S COMPANY LAW: OPEN-TEXTURED NORMS AND LEGAL CERTAINTY

Anggra, Philip (Unknown)
Gunadi, Ariawan (Unknown)



Article Info

Publish Date
05 Nov 2026

Abstract

This study aims to analyze the open-textured character of the term “participate” under Article 77 of Law Number 40 of 2007 concerning Limited Liability Companies and to formulate interpretive standards to strengthen legal certainty in electronic General Meetings of Shareholders (GMS). This study employs normative legal research using statutory and conceptual approaches. The analysis draws on H.L.A. Hart’s theory of the open texture of law and the theory of legal certainty. The findings indicate that Article 77 does not explicitly establish the degree of involvement required to satisfy the participation requirement. This ambiguity may lead to divergent interpretations and procedural abuse in GMS meetings. Accordingly, this study proposes a participation test comprising access to meeting communications, the opportunity to express opinions, and the ability to exercise voting rights. It also recommends implementing regulations consistent with the Company Law.

Copyrights © 2026






Journal Info

Abbrev

hk

Publisher

Subject

Law, Crime, Criminology & Criminal Justice

Description

Pena Justisia aims to provide a forum for lecturers and researchers to publish the original articles about Law Science. Focus of Pena Justisia is publishing the manuscript of outcome study, and conceptual ideas which specific in the sector of Law science. We are interested in topics which relate ...