Several principles need to be considered when carrying out Legal Due Diligence (“LDD”):

1. Professionalism, in the form of expertise owned legal consultants include prudence, integrity and law certainty.
2. Openness is needed to prevent the misleading and facts inaccuracy.
3. Independence, reflected on the audit that generate objective information about conditions of companies that have been thoroughly tested.

In carrying out LDD there are 3 important stages to note:

1. Planning, comprise of knowing the goal of conducting due diligence and understanding the client's or user's position of this LDD report. The planning stage can start from preparation of schedules and stages of work, continued with identification of related regulations and preparing a list of questions and a list of parties that needs to be interviewed , and ended by making a list of documents that will be checked.
   
   
2. Implementation, this stage begins with checking documents thoroughly, as well as all related regulations. Documents that need to be checked are:
   1. Company's articles of association document;
   2. Company's asset documents;
   3. Agreement documents with third parties;
   4. Company's licensing and approval documents;
   5. Documents regarding company's personnel issues;
   6. Company's insurance documents, in the form of building insurance policies;
   7. Company's tax documents; and
   8. Documents relating to the company's connection to claims and disputes inside or outside the court.

Followed by cheking documents with fact presented, it can be in the form of field inspection. Confirmation also done with the issuing agency or institution, and/or with service users or other related parties, it can be done through interview and/or ask for written statement. Document checking ends by writing LDD reports.

3. Supervision, supervision is needed in order to make sure everything is carried out according to plan, supervision also includes re-checking the audit result.

What Foreign Workers (“TKA”) meant are a Foreign Citizens (“WNA”) that have a visa with the intention of working in Indonesia with the following characteristics:

1. Working relationships;
2. Specific position;
3. Specific time; and
4. Have competence in accordance with the position they will occupy.
   
   

Protection in terms of employment is related to the employment agreement between the company and the foreign worker.

Apart from the protection stated in each work agreement, foreign workers will also receive social security as regulated in Constitution No. 24 of 2011 concerning Social Security Rights for Foreign Workers Article 1 Number 4.

Legal basis for TKA provisions:

1. Law No. 21 of 2003 concerning Ratification of ILO Convention No. 81 Concerning Labor in Industry and Commerce;
2. Law No. 13 of 2003 concerning Employment as last amended by Article 81 of Constitution No. 6 of 2023 concerning Job Creation ("Employment Law");
3. Law No. 25 of 2007 concerning Investment and Investment as last amended by Article 76 of Constitution No. 6 of 2023 concerning Job Creation (“Investment Law”); and
4. BKPM Regulation No. 5 of 2021 concerning Guidelines and Procedures for Supervising Risk-Based Business Licensing ("Perka BKPM No. 5 of 2021").

Postponement of Debt Payment Obligations (“PKPU”) is a legal tool that plays a role in restructuring the company's debt so that the company's financial condition can return to healthy. This is based on the ability to provide time based on Constitution through a commercial court judge's decision to the debtor and for a ways to pay debtors' debts by providing a payment plan for all or part of the debtors' debts.

Delaying debt payment obligations is an opportunity for debtors to continue so that they can provide a guarantee for repayment of debts to all creditors. Meanwhile, PKPU is present for creditors in terms of obtaining certainty regarding payment of debt claims from debtors.

There are a number of forms proposed in debt restructuring proposals, such as reducing the interest rate, or cutting the amount of debt (interest and principal), extending the repayment period, converting debt to shares, debt relief, bringing in new investors, or a combination of the things that have been proposed. called. Debt payments through the PKPU mechanism as debt restructuring or debt reorganization are regulated by Article 222 paragraphs (1), (2), and (3) of Law Number 37 of 2004 concerning Bankruptcy and PKPU.

Insolvency and bankruptcy are related to the financial condition of a company. They are often interpreted the same way, but insolvency and bankruptcy have different meanings. The following are the differences between insolvency and bankruptcy:

Insolvency: based on Law No. 37 of 2004 concerning Insolvency and Postponement of Debt Payment Obligations ("PKPU"), insolvency can be imposed on a debtor if it has two or more creditors, has debts that have not been paid and are due, and a PKPU application can be imposed by the company itself or by one or more creditors. Insolvency status is determined by the Commercial Court.

Bankruptcy: bankruptcy is a condition where a company suffers major losses and causes the company to go out of business. The main cause of bankruptcy of a company is because its financial condition is unhealthy and it can no longer finance the company's operations using the factors as stated in Constitutional Court Decision No.18/PUU-VI/2008.

However, both insolvency and bankruptcy can be avoided with good company financial management procedures.

Several changes to the provisions for establishing a company in the constitution (Government Regulation in Lieu of Law (Perpu) Number 2 of 2022 concerning Job Creation) include:

1. Establishment, after the changes, establishment of a company can be carried out by one person, this provision only applies to the micro and small sectors. These basic provisions are for opportunities in doing business and making breakthroughs through constitution no. 11 of 2020 concerning Job Creation which allows companies to establish by 1 person or what is known as an individual limited liability company.
   
   
2. Legal Entity Status, the Company's previous legal entity status will be valid after the issuance of a decision by the Ministry of Law and Human Rights ("Kemenkumham"), now it changes where the Company's legal entity status was already in effect before the issuance of the Ministry of Law and Human Rights decision. After receiving proof of legal entity registration with the Ministry of Law and Human Rights, the legal entity status is immediately active.
   
   
3. Minimum Authorized Capital, in the new statutory regulations, business actors are no longer limited by the provisions on minimum authorized capital, where previously the minimum authorized capital was Rp. 50.000.000,-
   
   
4. TD Rules, Company Registration Certificate (“TDP”) has been revoked and no longer applies in business scale licensing, where the function is transferred to the Business Identification Number (“NIB”).
   
   
5. Risk Based Licensing, after the changes, there are 3 risk categories including low risk, medium risk and high risk. Medium risk levels are subdivided into low risk and high risk.
   
   
6. A Statement of Capability for Environmental Management and Monitoring ("SPPL"), after the amendment, Amdal is no longer required if the SPPL is owned by a company whose the business are classified as micro and small.

In the world of employment, the terms PKWT and PKWTT are known. Both are related to Employment Agreements, but what are the differences?

PKWT: is an abbreviation of Specified Time Work Agreement, what is meant by PKWT is a work agreement that binds contract employees or freelance workers for a certain time. The rules regarding the procedures for implementing PKWT are contained in Labor Law Article 59 paragraph (1). PKWT is given to contract employees who are undergoing a trial period (probation) before being appointed as permanent employees. Then, in the case of the renewal of the PKWT agreement can be done after 30 days after the end of the work agreement period.

PKWTT: is an abbreviation for Indefinite Time Work Agreement. PKWTT is a work agreement intended for permanent employees. PKWTT is regulated in Labor Law Article 60 paragraph (1). PKWTT will end if the employee enters retirement, deceased or resigns. Employee with PKWTT are referred to as permanent employees. It is stated that the company must first provide a trial period (probation) to new employees for 3 months using the PKWT agreement as previously mentioned.

Both liquidators and curators are professions that must pay attention to certain procedures related to applicable statutory provisions.

The differences between the two professions can be seen from several things as follows:

1. The definition is that a liquidator is a subject who is appointed or appointed as the liquidation organizer. The liquidator's obligations include managing and settling the company's assets or assets. Meanwhile, the Curator is the Inheritance Hall or an individual appointed by the Court and below The supervision of the Supervisory Judge is tasked with managing and settling the assets of the Bankrupt Debtor.
   
   
2. Dissolution of the company, the liquidator will take care of the dissolution of the company based on the decision of the General Meeting of Shareholders ("GMS"), because the period of existence stipulated in the Articles of Association has ended or with the revocation of bankruptcy based on the decision of the Commercial Court. Meanwhile, the curator takes care of the dissolution of the company which occurs based on the bankruptcy statement.
   
   
3. Responsibility, the liquidator is responsible to the GMS or the court that appointed him for the liquidation of the Company. Meanwhile, the curator is responsible to the supervisory judge for the liquidation of the Company (Bankrupt Debtor).