What is a Nominee?
NOMINEE - is the practice of borrowing a name, namely by using the name of a person who is a domestic citizen so that he acts as a shareholder in a local company, as a limited liability company or even as owner of land, buildings and other property. Nominees are often called Nominee Arrangements and are often carried out by foreign nationals to own local shares, land or property that is in the local country.
Nominee in the world of shares is the practice of borrowing names, namely ownership of shares using someone else's name, so that the actual owner of a share is not registered in the share ownership register, what is recorded is the name of another person who has previously entered into a name loan agreement on the ownership of a company, so Even though a person's name is registered as the owner of a share, in fact the person in control over the shares is another person through an agreement between the owner of the capital to buy shares and the person whose name was borrowed to buy shares.
In the Nominee Arrangement there are two parties, namely the party whose name is borrowed which is called the nominee, and the beneficiary, namely the person (party) who appoints the nominee often, the nominee is the party who legally owns shares, while the beneficiary is the party who benefits from the action that This is carried out by the nominee party, legally the nominee has the right to do anything over the shares whose ownership is in his name, but through a certain agreement the nominee must obey the instructions and wishes of the beneficiary.
Is this nominee practice legal?
If in Indonesia and several Southeast Asian countries it is clearly prohibited by law, then what about the nominee practice in other countries? nominee practices abroad are not necessarily prohibited. For example in offshore countries. if there is a party or company that wants to submit a nominee, in Europe it is regulated and there are regulations up to the consequences.
This nominee practice has been around for a long time. However, this nominee practice is still a form of legal smuggling. It's just that different countries have different regulations. This practice has its benefits, but the risks are no less. There have been many cases where this nominee practice has become a boomerang for real name owners.
Conclusion About Nominees
Nominees are actually prohibited, this nominee is a practice of legal smuggling so all Nominee Arrangements are not legally enforceable and are null and void, the agreement between nominees and beneficiaries is not legally enforceable, the agreement is only used to frighten Nominees but also Nominees violate the agreement. The beneficiary cannot do anything because the agreement has no legal force.
In the company structure this nominee is not known, if it turns out that nominee practice is found, other shareholders who feel aggrieved can file a lawsuit against the resolution of the GMS, the board of directors and the board of commissioners, and nominees who own shares do not have voting rights in the company's GMS and are not counted in quorum determination.