The Role of a Notary in Making a Deed of Change in the Management of a Limited Partnership (CV) Due to Death

Abstract

The company can continue to exist, either with the participation of the heirs of the deceased members, or only between the remaining members as long as the conditions have been agreed upon in advance by including them in the CV's articles of association. This paper aims to determine and analyze the role of the Notary in making a deed of change of management of a limited partnership (CV) due to death, the obstacles and solutions faced by the Notary in making a deed of change of management of a limited partnership (CV) due to death. The approach used in this research is a sociological-juridical approach, meaning research conducted on the real conditions of society or the social environment with the aim of discovering facts that then lead to identification and ultimately to problem resolution. The analytical tools in this paper use the theory of authority and the theory of legal certainty. The results of this study indicate that the provisions based on Article 1646 of the Civil Code indicate that as a partnership, the death of a partner results in the dissolution of a CV. This provision can be waived if previously in the CV Deed of Establishment it has been agreed that if one of the partners dies, the partnership will continue with his heirs or will continue among the remaining partners. and that the procedure for replacing CV management partners by replacement heirs, namely there must be provisions that confirm the permissibility of CV continuation must be clearly stated in the CV articles of association agreement, after which all deeds are registered and announced in the Supplement to the State Gazette. The obstacles faced by Notaries in making a deed of change of CV management due to death are technical and/or non-technical. Obstacles also arise from irresponsible parties (applicants with bad faith). Notaries are still often suspected of having acted unlawfully and must follow the trial process to provide information on what is suspected of them when carrying out their duties. This causes Notaries to lose time, energy, and costs. The solution implemented by Notaries in facing these obstacles is to apply the principle of Notary prudence.