Possible effects on creditors upon separation (process) under the Company Law:
Article 127 (4) of Company Law:
The creditors have the right to file the objection within 14 days after the publication of separation plan:
Article 127 (3) of Company Law:
The creditors have the right to obtain the separation plan in the company’s office.
Article 127 (5) of Company Law:
No objection during such period shall be deemed that the creditors agree on such plan.
Article 127 (6) of Company Law:
The un-settled objection shall be informed in the General Meeting of Shareholder/GMoS for resolution.
Article 127 (7) of Company Law:
In the event such objections not yet been settled, the separation plan cannot be done.
The disclosure/publication on separation (in relation with the third party or creditors) under the Company Law:
Before the separation:
Article 127 (2) of Company Law:
Publication in minimum 1 nationally circulated Bahasa Indonesia-newspaper at the latest 30 days before GMoS.
After the separation (split off, the winding-up of the company):
Article 127 (2) of Company Law:
The winding-up of the company will be published in State Gazette by the Ministry.
As far my knowledge, there is no particular provision on (inherited) debts settlement on the separation, but the related concerns under the Company Law that:
- the separation action shall pay a concern for the creditors’ interest (Article 126 of Company Law), and
- in the event the creditor’s objection (interest) is exist, and then such settlement must be obtained before continuing the separation plan (Article 127 of Company Law).
The corporate legal phase(s) (after separation) on newly company resulted from spin-off, that:
Provisions on Article 29 & 30 of Company Law also apply for separation (normal establishment process):
- such newly company data will be inputted in Company Register at Law & Human Rights Ministry accordingly with the attestation on a newly company establishment
- such newly company will be publicized in Additional State Gazette by the Ministry at the latest 14 days after the Minister’s Decree on such newly company establishment
The pledge & guarantee settlement procedure in relation with creditor’s interest on separation in Company Law:
- as far my knowledge, it is not specifically regulated in the Company Law, then refer to AoA (Article 60 (2) of Company Law), and such pledge & guarantee agreement;
- as far my knowledge, Indonesia Civil Code has no specific regulation on the pledge & guarantee settlement procedure on separation.
In case the creditor file the objection within 14 days since the publication upon separation plan, the Company Law (only) regulate:
- such obligation shall be settled by Board of Directors, otherwise shall be informed in GMoS for its resolution (Article 127 (6)).
