Legal Protection for Minority Shareholders in Strategic Decision-Making in Limited Liability Companies

Sarman Sinaga

doi:10.55606/birokrasi.v2i2.1194

Authors

Sarman Sinaga Universitas Mandiri Bina Prestasi

DOI:

https://doi.org/10.55606/birokrasi.v2i2.1194

Keywords:

egal protection, minority shareholders, limited liability companies, strategic decisions, corporate governance

Abstract

Minority shareholders play a crucial role in supporting the business activities of limited liability companies through capital participation. However, in strategic decision-making, they often face limited influence due to their smaller number of shares and voting rights compared to majority shareholders. This situation can create problems when corporate decisions impact the investment value, economic rights, and legal interests of minority shareholders. This study aims to analyze the forms of legal protection for minority shareholders and identify challenges in their application to strategic decision-making in limited liability companies. The study uses normative legal methods with a statutory and conceptual approach. Legal materials are analyzed qualitatively through a review of relevant laws, books, and literature. The analysis shows that Law Number 40 of 2007 concerning Limited Liability Companies provides several protection instruments, including shareholder rights, the right to file a lawsuit against the company, and the right to request the purchase of shares at a fair price under conditions determined by law. However, the effectiveness of this protection can face obstacles such as unequal access to information, difficulties in providing evidence, costs of dispute resolution, and the dominance of the majority shareholder's power. Therefore, legal protection needs to be strengthened through information disclosure, transparent General Meetings of Shareholders, responsible oversight, and the implementation of good corporate governance principles. This protection is expected to create a balance between the company's business interests and the rights of each shareholder.

References

Dahya, J. (2023). Does board independence matter in companies with a controlling shareholder? Journal of Applied Corporate Finance, 35(1), 72–82.https://doi.org/10.1111/jacf.12543

Huang, F., Ge, L., & Wu, S. (2023). Minority shareholder protection, corporate governance, and investment efficiency. Finance Research Letters, 58, 104506.https://doi.org/10.1016/j.frl.2023.104506

Jasmine, A., Yasmine, A., Sharfina, NH, & Fathhurrohmah, AH (2024). Initial public offering: Legal protection for minority shareholders and its impact on company performance. Journal of Law & Development, 54(1).https://doi.org/10.21143/jhp.vol54.no1.1606

Nugraha, MHA, Sudarwanto, AS, Purwadi, H., & Puijono, P. (2025). Navigating legal complexities: An empirical exploration of minority shareholders' rights in Indonesia's corporate governance framework. Rule of Law Studies Journal, 1(2), 72–85.https://doi.org/10.64780/rolsj.v1i2.63

OECD. (2023). G20/OECD Principles of Corporate Governance 2023. OECD Publishing.https://doi.org/10.1787/ed750b30-en

Putri, MD, & Al Farisi, MFR (2024). Comparison of derivative action regulations in Indonesia and South Korea in providing legal protection for minority shareholders. Istinbath: Jurnal Hukum, 21(2), 40–54.https://doi.org/10.32332/istinbath.v21i02.9849

Rahayu, A., Halizah, SN, & Mardikaningsih, R. (2024). Law on the resolution of minority shareholder conflicts in public companies based on the national regulatory system. Journal of Social Science Studies.https://jos3journals.id/index.php/jos3/article/view/311

Republic of Indonesia. (2007). Law Number 40 of 2007 concerning Limited Liability Companies. State Gazette of the Republic of Indonesia 2007 Number 106, Supplement to the State Gazette of the Republic of Indonesia Number 4756.

Republic of Indonesia. (2012). Government Regulation Number 47 of 2012 concerning Social and Environmental Responsibility of Limited Liability Companies.

Republic of Indonesia. (2020). Financial Services Authority Regulation Number 15/POJK.04/2020 concerning the Planning and Implementation of General Meetings of Shareholders of Public Companies.

Republic of Indonesia. (2020). Financial Services Authority Regulation Number 16/POJK.04/2020 concerning the Electronic Implementation of General Meetings of Shareholders of Public Companies.

Republic of Indonesia. (2020). Financial Services Authority Regulation Number 17/POJK.04/2020 concerning Material Transactions and Changes in Business Activities.

Republic of Indonesia. (2023). Law Number 6 of 2023 concerning the Stipulation of Government Regulation in Lieu of Law Number 2 of 2022 concerning Job Creation to Become Law.

Rosida, H. (2023). Legal reformulation of derivative action regulations for protection of minority shareholders in Indonesia: Comparative study of Indonesia and Australia. Journal of Law and Legal Reform, 4(3), 399–428.https://doi.org/10.15294/jllr.v4i3.68087

Saleh, PS, Fajar, DP, & Yahanan, A. (2025). The concept of regulating derivative lawsuits by minority shareholders against fraud committed by directors and commissioners. Solusi, 23(3).https://doi.org/10.36546/solusi.v23i3.1566

Shleifer, A., & Vishny, R. W. (1997). A survey of corporate governance. The Journal of Finance, 52(2), 737–783.https://doi.org/10.1111/j.1540-6261.1997.tb04820.x

Solomon, J. (2020). Corporate Governance and Accountability (5th ed.). Wiley.

Tjwan, GC, Anggresta, FH, Lianto, A., & Fabio, M. (2025). Legal protection for minority shareholders in Indonesia: Comparative study to the United States, the Netherlands and Singapore. Journal of Financial Sector Law & Policy, 1(2), 123–147.https://jurnal.hkhsk.id/index.php/jfslp/article/view/116