How to Create A Legal Agreement and Establish A Legal Entity

Written by Student Reporter, Deo Fernando (Entrepreneurship 2021)

In building a business there must be an agreement first between each party or founder. This agreement is the main basis for cooperation and functions in eliminating or minimizing the risks that might occur and avoiding disputes between the teams in the future.

How important the agreement is in business, The Greater Hub, SBM ITB Business Incubator, held a seminar related how to make an agreement in business especially startups legally. On the occasion, The Greater Hub invited law expert Murshal Senjaya, SH, MH. from Legalku on Friday (06/03/2020). The seminar was attended by all incubatee of The Greater Hub.

According to Murshal, whatever is done there must be an agreement first. This agreement can be in the form of a CV, PT, or MOU is a document that contains commitments between all parties. “When starting a business, we have to get used to starting with a written agreement. Because in business a lot of risks that might occur. ” Murshal said.

Murshal added that in making contracts, there must be formulation first. The aim is to provide legal certainty about the identities of the parties involved in the contract, provide legal certainty about the rights and obligations of the parties, provide legal certainty about the validity and implementation of the contract, provide legal certainty about the efforts that can be made if a breach of contract occurs, and provides guarantees that promises and performance of promises contained reflect fairness and effectiveness. In the agreement, it also contains sanctions that will be given to violating parties. Sanctions must be determined by those who make the agreement as detailed as possible so that there are no loopholes to commit fraud. Like or dislike the party agreeing must obey during the agreement. If there is a party that does not want to accept sanctions, then it can be said that he does not have a good intention in the agreement.

In making agreements there are at least 5 principles that must be obeyed, namely: the principle of consensual, the principle of freedom of contract, the principle of binding power, the principle of good faith, and the principles of compliance and propriety. The Consensual Principle contains the accuracy between the two parties in agreeing, with the existence of this principle indicates the rights and obligations of the party agreeing. The essence of this principle is that between the two parties there is an agreement or acknowledgment of the agreement. The second principle, the principle of freedom of contract which can be defined that the agreement can contain anything as long as it does not violate the law.

The third principle is the principle of binding power, discussing the party who made the agreement bound to the agreement they have made. This principle means whoever promises to keep it or who owes it must pay it. The next principle is good faith, good faith can be distinguished in subjective and objective terms. Good faith in subjective terms means honesty. This is closely related to one’s inner attitude when making agreements. Good faith in objective terms means propriety related to the implementation of the agreement or the fulfillment of performance and the way to carry out rights and obligations must heed the norms of decency and decency. And the last principle is the principle of compliance and propriety, which discusses the commitment of each party and the merit of the agreement.

Then, in making an agreement there are some regulations that must be fulfilled, namely, Agree to those who are bound, Able to law, Certain things, and halal/legal causes. If it has fulfilled all the principles and all the required public, then the agreement letter is legal before the law and can be legally accounted for.     

In the seminar, Mursal also taught all the startup tenants in making the correct agreement with the introduction from the introduction to the conclusion, which was ended by the signatures of both parties. And the stamp duty is only in addition. “Actually, even though there is no stamp on the agreement, it is only as proof that the agreement made has paid taxes to the state.” Murshal said.