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Sekutu komanditer: the party who only invest the capital, does not intervene in the
management, and is only responsible for what is included. Called by passive allies
BAB 1 INTRODUCTION TO LAW (sleeping partners)
Legal System (Friedman) 2.Sekutu komplementer: in charge of running the company and being accountable to
Legal Structure  •Institutionalization •Legal entities third parties
Substance  •Rules •Norms
Legal Culture  •Attitude towards common behavior How to establish CV
•Agreement (Pasal 22 KUHD)
What is Law? •Practices in Indonesia: akta notaris à register to Kepaniteraan PN à announced in
•Set of rules (kaidah) or behavior norms // •Made by the authority (governance) // •Do’s tambahan Berita Negara RI
and Dont’s // •Ignoratia juris non excusat: ignorance of law is no excuse //
•Punishment/sanctions // •Scope of application (geographically) How PP CV Firma Ends
1.End of term // 2.Mission/purpose accomplished // 3.Owners’ decision // 4.One of the
Subject of Law members passed away
•Everyone who has right and obligation:  1.Person (even since in the mother’s womb)
2.Legal Entity à PT, Foundation PT
Legal entity established under a contract, engaging in business activities with stock as
Not every subject of law has capacity “cakap hukum” to perform legal action. the capital, and fulfilling the requirements in UU and PP.
•Cakap hukum  able to to perform legal action and account for it. Characteristics of PT:
•Criteria  1. adult ; 2. not under other’s supervision. 1.Legal entity // 2.Stocks are easily transferable // 3.Limited liability
Those who don’t have the capacity still have their rights and obligations but they
could not manage by themselves. e.g.: person with mental disorders is entitled to their Elements of PT
own property, but it is managed by others. 1.Legalization by Kemenkumham
2.Formal organization (boards: board of directors, supervisor: commissioner, member
Object of Law meeting: rups)
•The object of the right and obligation. // •Goods / concerns. 3.Organization’s wealth separated from personal’s wealth
•To perform legal action, the subject of law should always involve w2the object. 4.Perform legal action, represented by the board
•E.g. : property right, the object is house/building. Obligation to pay vehicle tax, the 5.Have its own goals: written on AD
object is car/motorcycle.
How PT ends
Business Law 1.Decision in RUPS // 2.End of term // 3.Court ruling
•Based on the Common Law library especially Anglo America, business law is not a
branch of law. BAB 3 CONTRACT LAW
•According to Ralph C. Hoeber, business law does not refer to a particular branch of What is Contract?
law but rather refers to the various branches of law that are closely related to various A contract is a legally binding agreement between two or more people that is
business activities. enforceable by law
•Business: all those activities which are aimed to transfer goods and services from the Article 1331 KUHPer:
production centre to consumption centre with a view of to maximize profit. •“Suatu perbuatan dengan mana satu orang atau lebih mengikatkan dirinya terhadap
•Business Law: Laws relating to business, commercial activity, trade or commerce. satu orang lain atau lebih.”

Sources CONDITIONS
Perseroan Terbatas, UU Pasar Modal, UU Hak Cipta, UU Merek, UU Paten, etc. Pasal 1320 KUHPerdata:
•Custom // •Jurisprudence // •Tractate // •Contract/agreement // KUHPer, KUHD, UU •Competent legal parties // •Meeting of mind // •Legal subject matter // •a lawful (halal)
cause (aligned with the regulation)
Purpose of Business Law 1&2  subjective conditions, if violated, the contract is voidable
As information sources for business practitioners about their rights and obligations, to 3&4  objective conditions, if violated, the contract is void of law
establish fair character and behaviour in their business activities that are guaranteed
by legal certainty. PRINCIPLES OF CONTRACT
1. Facilitator: facilitating business activities from A to Z, such as: 1. Consent (Asas Konsensualitas
•Company law // •Contract Law // •Hukum Perbankan // •Hukum Asuransi // •HAKI •The contract must be made voluntarily
(Patent, brand, copyright) // •Ending  Hukum Kepailitan •It must not be entered into under duress
2.Adjudication, to address any dispute. •Both parties must agree to what is in the contract
3.Regulator: governance intervention to ensure the business activities done in good •Article 1320 KUHPer.
way •Environmental law // •Consumer Protection Law // •Anti-monopoly Law / •Tax •Consent can not happen if (article 1321 KUHPerdata):
1.dwang (duress) // 2.dwaling (mistake) // 3.bedrog (fraud)
BAB 2 COMPANY LAW
Definition of Business 2. Freedom of Contract
Any form of business undertaking activities on an ongoing basis and continuously Right of an adult to make a legally binding mutual agreement with one or more other
obtaining profit, held by individuals or business entities in the form of legal entities or persons, without governmental interference as to what type of obligations he or she
non-legal entities (UU Dokumen Perusahaan) can take upon himself or herself.
Take it or leave it!
Company Elements Article1338 KUHPerdata:
1.Legal entity (legality) // 2.Business activities depend on the •To make or not to make agreement // •To make an agreement with anyone //
business characteristicàUU Perbankan, UU Asuransi, dll) // 3.Continously // •Determine the contents and conditions // •Determine the agreement form // •Determine
4.Publicity (terang-terangan) // 5.Profit // 6.Documentations or reports which laws will be subject

Characters Business Org 3.Pacta sunt servanda (legal certainty)


1.Sole Proprietorship •All legally-made agreements are binding as the Act for the parties (article 1338
Owned and managed by single person that is entitled for every gain and loss. KUHPerdata) // Thus, each party must fulfill obligation in the agreement
•Not a legal entity
•Usually owned and managed by family member. 4.Good Faith (Asas Itikad Baik)
•Profit as monthly income •Black’s Law Dictionary: “in or with good faith; honestly, openly, and sincerely;
•Does not require formal registration. without deceit or fraud. Truly; actually; without simulation or pretense”

2.Partnership
Private Association (Persekutuan Perdata/PP), ISLAMIC PERSPECTIVE
CV (commanditaire vennootschap) // Firma Priciple: Aqad1. Except : •Riba •Gharar •Maisir // 2. Halal & thayyib // 3.
3.Limited Partnership (PT) Voluntarily // 4. Amanah
Private Association (PP)
•Agreement between two or more parties who bind themselves to put something into Aqad conditions
their partnership with purpose of profits or advantages (pasal 1618 KUHPer) Not a defect product // Criterias of the object must be clear (value proposition) // No
•It is an agreement (contract) fraud, duress (mudharat)
•The achievements of the parties by putting something into the partnership (money
capital, good capital, skills, etc.) Aqad
•Accountability is unlimited. Aqad Tabarru (non profit)  Qard (loan) Kafalah (insurance) Rahn (mortgage) Hibah
•Profit/loss must be shared to all parties Waqaf
Aqad Tijarah (for profit)  Natural Certainty 1. Murabahah (parties agree on the
FIRMA markup for the item. 2.) Salam (pre order w/ advance payment 3.) Istishna
•A partnership that carries on business activities under group of people (pasal 16 (customization)
KUHD).  Natural Uncertainty 1.) Mudharabah (cooperation between investor and fund
•Accountability is unlimited. manager) 2.) Mukharabah (cooperation in agriculture management)
•There is no requirement of legalization by the minister of law and human rights
(common practice:notarial act). THE DIFFERENT BETWEEN ISLAMIC CONTRACT
PERDATA
CV CV is a partnership, established by one or more persons who bear responsibility 1.Fulfill the Act // 2.Adult, not under other supervision // 3.Unregulated
for their money or goods to a person or persons who run the company and act as the
company’s leader. ISLAM
1.Fulfill the syariat // 2.Mukallaf //3.Free from riba, gharar and maisir

Consists of:
PRINCIPLE OF CONVENTIONAL AND ISLAMIC CONTRACT ¨ The Right to Basic Needs
1.Freedom of Contract  Article1338 (1)KUHPer The right to basic needs means the right to all the goods and services that are needed
2.Consent  Article 1320 (1) KUHPer in our daily life including enough food, clothing, house, health and education.
3.Pacta Sunt Servanda (legal certainty)  Article 1338 (1) KUHPer ¨ The Right to Safety
4.Good faith  Article 1338 (3)KUHPer The consumers have the right to be protected from goods, services
and manufacturing processes that might expose their health and life
ISLAM to danger.
1.Al-Hurriyah  Al-Maidah:1 ¨ The Right to be Informed
2.Voluntarily (Al-Ridho/An-Taradhim)  An-Nisa’:29 The right to be informed means that the consumers have the right to obtain accurate
3.Al-Kitabah  Bani Israil:15, Al- Maidah:1 and precise facts about the goods and services that they want to consume in order for
4.Al-Amanah  Al-Haj:24 them to make the right choice. The consumers need to be equipped with enough
information so that they can act in a wise and responsible way.
PROCESS ¨ The Right to Choose
Step by step: The consumers are entitled to have freedom in buying or assuring that the goods and
1.Negotiation (invitation to treat) // 2.Draft (MoU/LoI) // 3.Revision or Signing services that they need are obtained through the right channels, based on the right
(closing/MoA) // 4.Implementation price. In the case of monopoly, the consumers need to obtain guarantee over the
quality of the goods and
CODE OF ETHICS IN NEGOSIASI ¨ The Right to be Heard
Win-Win Attitude: win-win solution This means the right to advocate consumers' interest with a view to their receiving full
Strategy: and sympathetic consideration in the formulation and execution of economic and other
•Build trust // •Manage objection // •Commit to perform win-win attitude // •Find the policies.
solution ¨ The Right of Redress
The right of redress means the consumers have the right to a fair settlement of claims.
ANATOMY ¨ The Right for Consumer Education
1.Title The consumers have the right to acquire the knowledge and skills necessary to be an
•Identify the main content // •The title and the content should be related and relevant informed consumers.
2.Place and Date of Signing ¨ The Right to a Healthy Environment
•Usually as opening // •Usually need to follow special format, for example notarian act This means the right to a physical environment that will enhance the quality of life.
3.Komparisi (Parties)
•Identities of parties involved in the contract LIABILITIES OF CONSUMER
4.Recitals (Backgroud) Follow instructions for safety information and procedures
•Object of agreement // •General condition of each party .Have good faith in buying goods and/or services
5.Body (rights and obligations) Paying in accordance with the agreed exchange rate
Right and obligations should reflect a logical relationship Comply with the legal dispute resolution process
6.Supporting elements
•Starting point // •agreed expiry & termination (default & force majeure) // •Selected RIGHTS OF BUSINESS AGENT
law and forum // •Addendum // •Amandemen // •Appendices Right to receive payment in accordance with the
agreement on the condition and exchange value of goods and / or services
WANPRESTASI 2.The right to get legal protection from consumer’ misconduct
Wanprestasi: any violation of contractual obligation, e.g.: 3.The right to conduct self-defense in the settlement of consumer disputes
•Do nothing // •Delays // •Underperforms (uncomplete) // •Do something that should 4.The right to rehabilitate its reputation if it is legally proven that the consumer's loss
not be done // Consequences: // •Loss for any party is not caused by the goods and / or services

What to do LIABILITIES OF BUSINESS AGENTS


•Somasi as evident that the party has performed wanprestasi 1.Advertising agency is responsible for its advertisements and all
consequences brought about by its advertisements
BAB 4 CONSUMER PROTECTION 2.Importer is responsible as the manufacturer or foreign service provider if
Why should consumer be protected? the products/services are not imported/provided by an agent or representative
Imbalance between producer and consumer 3.Business agent selling goods or services to another business agent is responsible for
•Capital capacity // •Organization vs. individual // •Information access paying compensation if the other business agent sells or provides the goods or services
without change or is not aware that a change has been introduced by the business agent
Expansion of technology or that the goods or services do not comply with specifications
•Complexity of products // •Limitation of choice for lower class consumers 4.Business agent whose goods are used for less than 1 year must provide spare parts or
•Market mechanism and transaction process after-sales service and fulfil the product guarantee as agreed upon.
*Exemption:
History of Consumer Protection in Indonesia Claim arises after the relevant expiry date for claims or if there is no such date, after
1985 •The UN Guidelines for Consumer Protection: UN Resolution No. 39/248 4 years. // Request for compensation that is made after 7 days.
1994 •Indonesia joined WTO
1999 •Indonesia released regulations of Consumer Protection: UU No. 8 Year 1999 PROHIBITED ACTIONS FOR BUSINESS AGENT
Producing goods or providing services which:
Law of the Republic of Indonesia No. 8 Year 1999 on Consumer Protection •do not conform to standards or laws, label statements, actual measurements, described
or guaranteed quality, composition, efficacy or description, or promised or advertised
benefits
•do not mention the expiration date or period of best use of the goods
•are not "halal" when they are stated to be so
•do not give certain specified details about the goods (e.g. name, size, weight, use
directions, side effects, etc.) in the Indonesian language (if required by law)
•in the case of goods, are damaged or flawed without specifying such condition.
Offering, promoting, advertising or making incorrect or misleading stateme
nts about:
•the price or usefulness of, or the condition/right/compensation regarding, particular
goods or services
CONSUMER •offered discounts, attractive prizes or the hazards of using goods/services
Article 1 UUPK No 8 1999 In sales or auctions, cheating or misleading customers by:
“Everyone who uses goods and/or services that are available in the market, whether •stating that goods or services fulfilled certain quality standards or had no hidden flaws
for personal use, family, other people or other creatures and not for sale.” •raising prices or fees prior to conducting the sale
Offering, promoting or advertising goods or services:
•stating that goods or services fulfilled certain quality standards or had no hidden flaws
HOW IT EVOLVED •by offering free prizes if these are not so awarded as promised
NGO movements  possibility to enter politicsincrease bargaining power of
the representatives in the legislative position RELATED PARTIES TO CONSUMER PROTECTION
Legal structure  legislative, executive, judiciary •Consumer Protection Organizazion/Institution
•Dispute Settlement Institution on Consumer Protection
PRINCIPLES OF CONSUMER PROTECTIONS –Badan Perlindungan Konsumen Nasional (BPKN)
Utility  Greatest good for greatest number of people (consumer & seller) –Badan Penyelesaian Sengketa Konsumen (BPSK)
Justice  Fairness in rights and responsibilities
Balance  Equality in buyer, seller, and gov.
Safety & Security  Guarantee in safety and security of products BAB 5 INTELECTUAL PROPERTY RIGHTS
Legal Certainty  Legal certainty from Indonesian law Category of property that includes intangible creations of the human intellectuality
PEROGRATIVE RIGHTS ON HAKI
BUYER AND SELLER POSITIONS Economic Right •Right to economic advantage for an intellectual property
Let the buyer beware / Caveat emptor (in US <1960) Moral Right •Right to protect personal interest •It is attached to the inventor that is
The due care theory // The privity of contract private and eternal.
Contract is not mandatory (goods transaction)
PURPOSE
CONSUMER RIGHTS (J.F. KENNEDY) Providing legal certainty regarding the relationship between an intellectual property
The right to safe product // The right to be informed about products and its inventor or its user
The right to definite choice in selecting products TRAITS OF HAKI
The right to be heard regarding consumer interests Temporary •Have certain time period
Exclusive & Absolute •Attach to the inventor
CONSUMER RIGHT
PROTECTIONS SYSTEMS Return // Repayment // Risk bearing ability
•Indonesian Law follows first-to-file system, not first-to-invent system.
First-to-file the first one to register the patent CRITERIA OF CORRATERAL
First-to-invent  the first one to invent the invention. No longer been used. •Help the debtor to get the credit easily
•Do not reduce the debtor potential to continue the business
PROCEDURES •Give assurance to the creditor, means the collateral is available to be exchanged, in
Fulfill the administration and formal requirements  Submit to DJHKI filling date cash, if it is needed to close the debt
Filling date  legal protection start since this date CREDIT PROHIBITIONS  To finance the purchase of shares
Process Illustration
1 Oct 2014 END OF CREDIT
•Filling date  •Status announcement •18-24 months after filling date  •End of 1.Payment // 2.Subrogation payment from 3rd party // debtor is the active party
announcement •Request for substantive inspection  •Certificate Released 3.Novation  triangle negotiations
4.Cessie  transfer of receivable claim // creditor is the active party
Rights of HAKI Holder
To perform the rights personally // To give license or to prohibit others to SETTLEMENT OF CREDIT
use without permission •Civil action // •Arbitration  Lembaga Alternatif Penyelesaian Sengketa (LAPS),
under OJK. // •Debt Collector
Types of intellectual property
Copyright // Trade Secret // Trademark // Patent ONLINE TRANSACTION
A method to sell products through internet facility // ELEMENTS OF
REGULATE  Industry Design // Integrated Circuit // Geographics Index —Contract(s) —The contracts are executed digitally. —Physical presence is not
SOURCES necessary. —The contract occurs within the public network —Open system; internet or
1.Undang-undang No. 19 / 2002 à Copyrights www. —The contract is beyond national borders
2.Undang-undang No. 14 / 2001 à Patent
3.Undang-undang No. 15 / 2001 à Trademark PARTIES
4.Undang-undang No. 30 / 2000 à Trade Secret Merchant // Buyer // Issuer // Acquirer // Certification Authorities (CA)

COPYRIGHT Types of Online Transaction  B2B, B2C. C2C


To protect a work that was created by the human’s intellectual ability, affected science, Knowledge Field of E-Commerce
arts, literature Engineering // •Network & telecommunications // •Data security, storage, & retrieval
TRAITS OF COPY RIGHTS Business
Pasal 29 UU No. 19 / 2002  Copyright is absolute, under protected as long as the •Marketing // •Billing & payment // •SCM
creator is alive, and even after 70 years after the creator died Law
•Information privacy // •HAKI
PATENTS
•Set of exclusive rights granted by a government to an inventor or assignee for a REGULATION
limited period of time in exchange for detailed public disclosure of an invention. UU RI No. 11 / 2008 on Information and Electronic Transactions (UU ITE)
•An invention is a solution in technological issue and is a product or a process. •Recognition of transactions and electronic documents in the law of contract
•Pasal 8 UU No. 14 / 2001: granted for 10 or 20 years and can not be extended (unless •Classification of actions that violate the regulation, and the sanction
there is and upgraded version)
Legal Aspects on Online Transaction
EXCEPTION IN PATENT Reliability and security level of the website
•Contrary to regulations, religious morality, public order, or morality •Is the website really bonafide?
•Methods of health examination, treatment, and/or surgery applied to humans and/or •Is there a guarantee that the transaction is completely secure?
animals // •Theories and methods in the field of science and mathematics  Confidentiality of credit card numbers is absolutely guaranteed and can not be
•All living creatures (except micro-organisms) and biological processes that are accessed by others who are not responsible.
essential for producing plants or animals (except for non-biological processes or  Consumers are advised to use only a credit card with low credit limit to monitor
microbiological processes) easily.

Transfer of Patent (Pasal 66 UU Paten) Choice of Law


The transfer, either partly or wholly, is possible to do because of inheritance, grant, •Which law should be enforced?
testament, agreement, or due to other reasons justified by the law. •The contract should contain a clause that determines which country's laws will be
enacted if there is a dispute between them in the future.
TRADEMARK (Pasal 5 UU Merek)
Trademark can not be registered if: Court Jurisdiction (Choice of Forum)
1.Contrary to regulations, religious morality, morality or public order •The option of the forum to be selected to resolve future disputes (court or
2.Has no distinctive power // 3.Has become public property arbitration)
Valid for 10 (ten) years & can be extended
Standard contract and terms of sale and purchase sale and purchase
TRADE SECRET (Pasal 1 No. 1 UU No. 30/2000 •Consumers are generally presented with the standard contract contained in the
a formula, practice, process, design, instrument, pattern, commercial method, or website.
compilation of information which is not generally known by others by which a •Consumers should carefully read the existing contract clauses prior to approval.
business can obtain an economic advantaover competitors or customers. It is •Consumers must dare to refuse or cancel if there is a contract clause stating that the
referred to as confidential information. goods purchased can not be exchanged or refunded.

SCOPE OF TRADE SECRET Customer of Bank


1.Production method // 2.Processing method // 3.Sale Method —Bank readiness on internet banking facility
4.Other information in the field of technology and/or business that has economic —Interconnected agreement
value and is not known by public.

LEGAL ASPECT OF BANKING CREDIT


Credit  creditus (latin)  to trust/faith “Voluntary submission of some money to
be used freely by credit recipients. The credit recipient is entitled to use the loan for its
benefit, with the obligation to return the loan amount in the future.”
Creditors: lenders Debtors: credit recipients
•Require borrowers and lenders to exchange something of economic value.
•Require the debtor to pay the obligations in the future.
•The creditor is willing to take the risk that his loan may not be paid.
•The risk can be reduced by asking the debtor to guarantee the desired loan, although
it still can not prevent credit risk.

LEGAL REFERENCE
UU No 7 / 1992  Banking Change to  UU No. 10 / 1998
TYPES OF BANK Commercial Bank Bank Perkreditan Rakyat

PURPOSE OF CREDIT
•General: Support nation development based on economic principles:
-sacrifice as small as possible // -profit maximization
•Specific: The credit name usually matches its purpose (KUR, KPR, etc).

ELEMENT OF CREDIT
•Trust •Time •Degree of Risk •Prestasi

PRINCIPLES OF CREDIT
5C (Credit Analysis)
Character / Capital / Capacity / Condition of Economic / Collateral
Principles of 5P
Party (classified into groups based on character, capacity, and capital)
Purpose // Profitability // Payment // Protection

Principles of 3R