ABSTRACT

The provisions for convening a General Meeting of Shareholders (GMS) constitute a crucial formal requirement to ensure the protection of shareholder rights and the fulfillment of Good Corporate Governance (GCG) principles. These provisions are carried out by the Board of Directors based on their authority while upholding the principle of Fiduciary Duty. However, in practice, legal ambiguity has emerged regarding the interpretation of Article 82, Paragraph (1) of Law Number 40 of 2007 concerning Limited Liability Companies, as reflected in the Malang District Court Decision Number 101/Pdt.G/2025/PN Mlg. This research aims to analyze the implementation of GMS notification procedures and examine the validity of interpreting the notification period based on prevailing regulations. The research method employed is normative legal research utilizing a case approach and a statute approach. The results of the study indicate an error by the panel of judges in interpreting Article 82, Paragraph (1) of the Limited Liability Company Law. The specified period should be interpreted as a minimum threshold (minimum period) to provide sufficient opportunity for shareholders; therefore, a notification issued within 15 days is valid and cannot be categorized as "overdue." A notification that fails to meet the minimum requirement results in the legal defect of the GMS resolutions, unless it fulfills the provisions of Article 82, Paragraph (5) of the Company Law. For example, if a GMS is to be held on the 16th, the notification must be issued no later than the 1st. This research emphasizes the urgency of legal certainty in the implementation of GMS notifications. 

KEYWORDS: General Meeting of Shareholders, Limited Liability Company, GMS Notification.