The Principle Of Good Faith In The Transfer Of Share Ownership In Private Limited Companies Through Sale And Purchase Mechanisms An Analysis Of Court Decisions

Abstract

The principle of good faith is a fundamental principle in contract law in Indonesia, as affirmed in Article 1338 paragraph (3) of the Civil Code. This research is important for formulating concrete measures of good faith by analysing the main legal reasons (ratio decidendi) of judges in deciding disputes in share purchase transactions in closed limited liability companies. The research method used is normative legal research. Based on the results of the study, it can be concluded that a violation of the principle of good faith in the sale and purchase of shares in a Closed Limited Liability Company can result in the share sale and purchase deed being cancelled (violating the subjective requirements), the share sale and purchase deed is null and void by law (violating the objective requirements) or the share sale and purchase deed is degraded in its evidentiary strength to a private deed accompanied by the legal consequences of restitution and/or compensation obligations.