AKIBAT HUKUM DAN PERLINDUNGAN HUKUM BAGI PENJUAL SAHAM TERHADAP PEMBATALAN AKTA JUAL BELI SAHAM OLEH PENGADILAN KARENA WANPRESTASI PEMBELI

Abstract

As a mechanism for corporate expansion and the strengthening of capital foundations, share transfer transactions are frequently executed via authentic deeds where payment is deferred to a later date—as evidenced by court rulings in cases No. 6/Pdt.G/2017/PN.Adl, No. 675/Pdt.G/2023/PN.Jkt.Pst, and No. 6686 K/Pdt/2024. The legal issue under examination centers on the juridical implications of a court-ordered annulment of a share transfer deed regarding the status of the notarial instrument and the position of the involved legal subjects—specifically when the annulment stems from the buyer's breach of contract—alongside the preventive and repressive legal protection mechanisms available to the seller. The conceptual framework relies on Satjipto Rahardjo’s theory of legal protection and Soeroso’s doctrine of legal consequences, employing a normative-juridical method that integrates statutory, conceptual, case-based, and analytical reviews through grammatical and systematic interpretation of legal materials. The analysis concludes that a court-ordered annulment of an authentic deed dissolves the contractual bond previously binding the parties; while the physical deed remains on record, it loses its binding legal force. Meanwhile, legal protection for the seller is grounded in Articles 1266 and 1267 of the Indonesian Civil Code, enabling the filing of a lawsuit for annulment due to breach of contract to restore the seller's ownership rights in the Register of Shareholders (DPS).