[ABSTRAK
Business Transfer adalah salah satu bentuk corporate action yang banyak terjadi di antarakalangan pengusaha di dalam prakteknya dewasa ini. Ketentuan Undang-undang Nomor 40Tahun 2007 tentang Perseroan Terbatas (Undang-undang Perseroan Terbatas) tidak mengatursecara tegas mengenai Business Transfer, namun mengatur mengenai pemisahan yangmemiliki kesamaan unsur-unsur dengan statu Business Transfer. Walaupun demikian,pengaturan mengenai pemisahaan di dalam Undang-undang ini masih sangat terbatas, danbelum ada suatu peraturan pelaksanaan terkait pelaksanaan pemisahan oleh suatu PerseroanTerbatas. Penelitian hukum ini mengemukakan dan berusaha meneliti tiga pokok'permasalahan, yakni: (i) apakah pelaksanaan Business Transfer dapat dianggap sebagai suatupemisahan menurut Undang-undang Perseroan Terbatas; (ii) Bagaimanakah tata carapelaksanaan pemisahan menurut Undang-undang Perseroan Terbatas; dan (iii) apakahpelaksanaan Business Transfer oleh suatu perseroan terbatas, yakni PT. SSAT telahmemenuhi ketentuan mengenai pemisahan yang diatur di dalam Undang-undang PerseroanTerbatas. Dengan menggunakan metode penelitian normatif untuk menjawab pokok-pokokpermasalahan diatas, dapat diketahui bahwa pada hakikatnya pelaksanaan suatu BusinessTransfer dapat dipandang sebagai pemisahan. Dengan mendasarkan pada Undang-undangPerseroan Terbatas, pelaksanaan suatu pemisahan harus memenuhi ketentuan Pasal 127iuncto Pasal 87 ayat (l) mengenai pengambilan keputusan secara musyawarah mufakat danPasal 89 Undang-undang Perseroan Terbatas ketentuan mengenai kuorum Rapat UmumPemegang Saham. Sedangkan berdasarkan penelitian empiris yang dilakukan terhadapBusiness Transfer yang dilakukan oleh PT. SSAT, dicapai kesimpulan bahwa pelaksanaanyabelum memenuhi syarat-syarat prosedural dari pemisahan yang diatur di dalam UndangundangPerseroan Terbatas. Ketiadaan pengaturan yang menyeluruh mengenai pemisahan didalam prakteknya dapat menimbulkan kerancuan dan potensi diabaikannya kepentinganpihak ketiga.

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ABSTRACT
Business Transfer is one of corporate action which often occurred in the midst ofentrepreneurs as of late. The provisions under Law Number 40 Year 2007 on LimitedLiability Company (Company Law) does not regulate expressly about business transfer, onlyspin-off which may seem to have similar traits to a business transfer. However, provisionsrelated to spin-off under the Company Law is also still very limited, and there has been noimplementing regulation on spin-off issued by the Government. This legal research focuseson three issues, which are: (i) whether a business transfer can be deemed as a spin-off underthe Company Lawl' (ii) how is a spin-off canied out under the Company Law1' and (iii)whether the performance of a business transfer by a company named PT. SSAT has beencarried out in accordance to the provisions concerning spin-off under the Company Law.Using a normative method to obtain answers to the abovementioned issues, it is found thatprincipally, a business transfer can be deemed as a spin-off. Based on the Company Law, thecanying out of a spin-off must be made in accordance to Article 127 concurrently withArticle 87 Paragraph (1) conceming the passing of a resolution based on consensus andArticle 89 of the Company Law concerning the quorum of a General Meeting ofShareholders. On the other hand, an empirical research on the carrying out of a businesstransfer by PT. SSAT proves that its performance was not made in accordance to theprocedural requirements of a spin-off under the Company Law. The absence of a thoroughregulation on spin-off in its practice may very well cause ambiguity and potentially causeuncertainty towards the interests of third parties.;Business Transfer is one of corporate action which often occurred in the midst ofentrepreneurs as of late. The provisions under Law Number 40 Year 2007 on LimitedLiability Company (Company Law) does not regulate expressly about business transfer, onlyspin-off which may seem to have similar traits to a business transfer. However, provisionsrelated to spin-off under the Company Law is also still very limited, and there has been noimplementing regulation on spin-off issued by the Government. This legal research focuseson three issues, which are: (i) whether a business transfer can be deemed as a spin-off underthe Company Lawl' (ii) how is a spin-off canied out under the Company Law1' and (iii)whether the performance of a business transfer by a company named PT. SSAT has beencarried out in accordance to the provisions concerning spin-off under the Company Law.Using a normative method to obtain answers to the abovementioned issues, it is found thatprincipally, a business transfer can be deemed as a spin-off. Based on the Company Law, thecanying out of a spin-off must be made in accordance to Article 127 concurrently withArticle 87 Paragraph (1) conceming the passing of a resolution based on consensus andArticle 89 of the Company Law concerning the quorum of a General Meeting ofShareholders. On the other hand, an empirical research on the carrying out of a businesstransfer by PT. SSAT proves that its performance was not made in accordance to theprocedural requirements of a spin-off under the Company Law. The absence of a thoroughregulation on spin-off in its practice may very well cause ambiguity and potentially causeuncertainty towards the interests of third parties., Business Transfer is one of corporate action which often occurred in the midst ofentrepreneurs as of late. The provisions under Law Number 40 Year 2007 on LimitedLiability Company (Company Law) does not regulate expressly about business transfer, onlyspin-off which may seem to have similar traits to a business transfer. However, provisionsrelated to spin-off under the Company Law is also still very limited, and there has been noimplementing regulation on spin-off issued by the Government. This legal research focuseson three issues, which are: (i) whether a business transfer can be deemed as a spin-off underthe Company Lawl' (ii) how is a spin-off canied out under the Company Law1' and (iii)whether the performance of a business transfer by a company named PT. SSAT has beencarried out in accordance to the provisions concerning spin-off under the Company Law.Using a normative method to obtain answers to the abovementioned issues, it is found thatprincipally, a business transfer can be deemed as a spin-off. Based on the Company Law, thecanying out of a spin-off must be made in accordance to Article 127 concurrently withArticle 87 Paragraph (1) conceming the passing of a resolution based on consensus andArticle 89 of the Company Law concerning the quorum of a General Meeting ofShareholders. On the other hand, an empirical research on the carrying out of a businesstransfer by PT. SSAT proves that its performance was not made in accordance to theprocedural requirements of a spin-off under the Company Law. The absence of a thoroughregulation on spin-off in its practice may very well cause ambiguity and potentially causeuncertainty towards the interests of third parties.]