Analisis Yuridis terhadap Perjanjian Pinjam Nama dalam Proses Jual-Beli Saham Perseroan Terbatas

The purpose of this study is to determine the legal position of nominee clauses in nominee loan agreements and to examine the forms of legal protection available to nominees in the event that losses arise due to actions taken by the beneficial owner.This study uses a normative juridical approach. Data was obtained through a literature study of various literature and regulations as primary data and qualitative analysis through interviews with legal practitioners, focusing on the harmony between norms and the practice of using nominee agreements. Based on the results of the study, it was found that the nominee clause in a nominee agreement is not legally valid and is null and void based on the provisions of the Civil Code, the Limited Liability Company Law, and the Proxy Law. Legal protection for nominees is necessary because in nominee agreements, nominees often bear legal losses without obtaining economic benefits. Given that nominee agreements are invalid and void, it is more appropriate to seek legal remedies through a lawsuit for unlawful acts based on Article 1365 of the Civil Code, emphasizing the violation of the PM Law and the causal relationship with the nominee's losses.