Suspension of Debt Payment Obligations (Penundaan Kewajiban Pembayaran Utang or “PKPU”) is often seen as a sign of a company’s financial difficulties, which can naturally cause concern for investors and shareholders. However, PKPU is not just a warning—it is a legal mechanism designed to allow companies to restructure their debts in a structured, court-supervised process. For investors, understanding this framework is essential to protecting investment value and assessing risk.

Within the corporate framework, particularly in relation to limited liability companies, PKPU gives rise to significant legal implications not only for debtors and creditors but also for investors and shareholders. Issues relating to business continuity, corporate governance, and investment value become central concerns that must be examined through the lens of legal certainty.

Legal certainty constitutes one of the fundamental principles of the Indonesian legal system, as reflected in Article 28D paragraph (1) of the 1945 Constitution of the Republic of Indonesia, which guarantees recognition, protection, and fair legal certainty for everyone. For investors and shareholders, this principle encompasses certainty regarding share ownership status, the exercise of corporate rights such as voting and dividend entitlements, and protection against arbitrary actions that may adversely affect investment value.

From a juridical standpoint, shareholders are not considered creditors of the company unless a separate debtor-creditor relationship exists. Consequently, in PKPU proceedings, shareholders are not among the parties entitled to vote on the composition plan, as stipulated under Article 281 of Law No. 37 of 2004 on Bankruptcy and Suspension of Debt Payment Obligations (“Bankruptcy and PKPU Law”). Their position differs fundamentally from that of creditors whose claims are directly subject to restructuring.

Nevertheless, shareholders retain their legal standing as owners of the company pursuant to Law No. 40 of 2007 on Limited Liability Companies. This includes the right to attend and vote at the General Meeting of Shareholders (“GMS”) and to exercise other statutory shareholder rights.

It is important to note, however, that while PKPU does not abolish shareholder rights, the exercise of such rights becomes subject to statutory limitations. Article 240 paragraph (1) of the Bankruptcy and PKPU Law provides that from the date of the PKPU decision, the debtor is no longer authorized to manage or dispose of its assets without the approval of the PKPU Administrator. As a result, corporate actions approved by the GMS, particularly those relating to asset transfers, strategic transactions, or the granting of security, require the consent of the PKPU Administrator. Shareholders cannot independently direct corporate policy in ways that may impact creditors.

Accordingly, while share ownership remains legally recognized during PKPU proceedings, its practical exercise must align with the restructuring framework established by law. Understanding this distinction is essential for investors and shareholders to protect their legal position during corporate restructuring.

If you require further guidance regarding shareholder rights and corporate restructuring in PKPU proceedings, Schinder Law Firm has extensive experience advising clients in complex insolvency and corporate governance matters. Please contact us at info@schinderlawfirm.com for further consultation.

Author:
Dewi Susanti