RECONSTRUCTING THE VALIDITY OF SHARE TRANSFERS IN INDONESIAN LIMITED LIABILITY COMPANIES ABSENT SPOUSAL CONSENT

The transfer of shares within an Indonesian Perseroan Terbatas sits at a doctrinal crossroads seldom examined outside its constituent statutes. Law Number 40 of 2007 concerning Limited Liability Companies, as amended by Law Number 6 of 2023, classifies a share as a movable object and prescribes an exhaustive procedure for its transfer. Law Number 1 of 1974 concerning Marriage, as amended by Law Number 16 of 2019, requires spousal consent for any legal act concerning joint marital property. The apparent friction between these regimes generates genuine uncertainty for notaries, corporate counsel and the shareholding public regarding the validity of a share transfer executed without a partner agreement. This study examines the proprietary character of shares as movable objects under Indonesian positive law and evaluates its bearing on the validity of such transfers. Employing normative legal research grounded in the statute approach and the conceptual approach, the analysis proceeds through grammatical and systematic interpretation, culminating in the application of the maxim lex specialis derogat legi generali. The findings establish that a share constitutes a distinct species of movable, incorporeal property whose transfer is governed exclusively by company law; spousal consent forms no part of the formal validity requirements fixed by the Limited Liability Companies Law. Disputes concerning the marital status of the underlying value remain fully cognisable within family law, yet they leave the corporate transaction itself untouched. Applying the specific regime consistently secures certainty for market participants, protects good-faith third parties and preserves the efficient circulation of capital that modern company law is designed to sustain.