CHANGE OF BUSINESS ENTITY TO THE EXISTENCE OF BUSINESS LICENSE IN REALIZING LEGAL GUARANTEE AND EASY BUSINESS IN INDONESIA.

The laws and regulations in Indonesia recognize various legal forms of companies; however, the legal form of a Limited Liability Company is considered to have better business prospects. Limited Liability Company also becomes a legal form of a company that can conduct business in all business fields. This condition has led to the practice of changing the legal form of companies in Indonesia from companies with certain legal forms to the legal form of Limited Liability Companies. This change in the legal form of the company is not covered by a special law that can combine the needs of changing the legal form of the company. In practice, this change in legal form is carried out in various ways that may result in legal uncertainty on one hand, and licensing difficulties as a result of change in legal form on the other hand. Therefore, a new concept that can create legal certainty and ease doing of bussiness in changing the legal form of companies in Indonesia is really needed.

the others. The occurrence of dependency on other people in meeting human needs has lead to various human activities, such as trading activities.
These trading activities basically can be divided into 2 (two) major groups, goods trading activities and service trading activities (Article 1 point 1 of Law Number 7 of 2014 concerning Trade). Trading in goods is an activity that trades goods as its activity, while trade in services is an activity that provides services as an object of its trade. Trading activities cannot be seperated from legal rules that govern them, both written and unwritten law In other various laws, it is also found various companies which are not legal entities, namely Usaha Dagang (hereinafter referred to as UD), firms and Comanditaire Venootschap (hereinafter referred to as CV). Whereas the companies that have legal entities are cooperative, limited liability company (hereinafter referred to as PT), Regional Public Company (hereinafter referred to as Perumda), Regional Government Company (hereinafter referred to as Perseroda), Public Company (hereinafter referred to as Perum) and Company (hereinafter referred to as Persero).
There are diversities of legal forms of the companies because each legal form has its own characteristics, both with regard to its establishment, management, liability, and changes in the legal form. Legal entities established by individuals or private legal entities (Chidir Ali, 1987)  In accordance with the legal form of the company, the business fields that can be run by these companies are limited by the state. Companies with legal forms such as UD, firm, and CV are prohibited from running a business in several business fields, for example in the field of general passenger transportation, banking, insurance and several other fields. There are also some business fields that were previously allowed to be carried out by companies in the legal form of UD, firm and CV, now with the promulgation of Law Number 22 of 2009 concerning Road Traffic and Transportation, are not allowed anymore. These businesses are only allowed to be carried out by companies legally incorporated as PT and cooperative. This conditon requires company owners to change the legal form of their company to be a legal form of PT or cooperatives. This change in legal form is aimed to maintain business continuity (Murni, 1998).
The change in the legal form from firm and CV to a legal form of PT not only because of the necessity of the law; it is also because of the motivation for business development by the owner of the company. This is the view that PT is the most perfect and ideal business entity in carrying out all activities because the existence of PT is not affected by the transfer of share ownership, either due to death or shares transferred to other parties (Simon Goulding, 1999).
Changes in the legal form, especially from CV to legal form of PT in the future will continue to increase. Apart from the limitation of several business fields that can be run by companies in the form of PT and cooperatives, it is also related to the Indonesian government's efforts to empower micro and small business groups and medium-sized enterprises (MSMEs) to have competitiveness in national and global markets (Tumar Sumihardjo, 2008). Global competitiveness is the key to be able to survive in the face of competition. This is an argument for the enactment of Law Number 11 of 2020 concerning Job Creation.  (Yetty Komalasari Dewi, 2011). In this case, the Government of Indonesia has the responsibility to encourage micro-enterprises to be small businesses, and small-scale enterprises are encouraged to be medium-sized enterprises, and medium-sized enterprises are encouraged to be large enterprises. The most change of business form occurs from CV to PT. With this change, it will affect the trust of business relations, banks, and other parties.
The tendency to change the legal form does not only occur from changes from companies that are not legal entities to companies that are legal entities (from CV to PT), but also from companies that have certain legal entities to companies that are legal entities of other types. This change occurred in State-Owned Enterprises (BUMN), Regional-Owned Enterprises (BUMD).
At the state level, changes are made to be State-Owned Enterprises (BUMN).
Then changes are also made from the legal form of Public Company (Perum) to the legal form of Limited Liability Companies (Persero). At the Regional level most changes are made to be Regional-Owned Enterprises (BUMD).
Most local company is established in the legal form of Perseroda. The status of Perseroda accoding to Article 339 paragraph (2) of the Regional Government Law is a PT. This is because the existence of a limited liability company refers to the Company Law. Likewise, the status of Persero according to the BUMN Law is also a legal entity of PT.
Change in the legal form of BUMN and BUMD, apart from being required by the law in accordance with the line of business run by the company, it also occurs due to the changes in state and regional policies regarding the pattern of management of the company to increase the company's professionalism or because of the transfer of part of its ownership to the company. Private parties, in the context of capital, as regulated in Article 107 paragraph (4) letter e Government Regulation Number 54 of 2017 concerning Regional Owned Enterprises are also known as capital owners.
Change in the legal form does not occur by itself, but there is a certain process (corporate action) that must be passed. On one hand, the change in legal form is seen as an activity to develop its business, but the laws and regulations view it as an activity to end the business from the old legal form, which is continued by another legal form, namely PT. This context creates inconsistencies in the application of the law, even though the law must be able to create certainty. Legal certainty, according to Peter Mahmud Marzuki (2009) can be realized with the consistency of various rules for the same legal act.
The legal facts also show that several Regional Regulations that regulate the change of legal form from PD to PT also have different practices in order to ensure the business continuity of companies that change the legal form. This dissimilarity in practice is due to the fact that there are no special rules regarding the change in the legal form, so that it has made it difficult to implement the change in the legal form. While on the other hand, the Limited Liability Company Law also does not explicitly regulate changes in legal forms from other legal forms. The Limited Liability Company Law only regulates the establishment of a new PT, the merger of the PT, the takeover of the PT, and the consolidation of the PT. In this regard, it has raised questions: how is the pattern of changing the legal form from CV, PD/Perumda and Perum to PT?
Changes in the legal form of the company must also guarantee the business license of the company that changes the legal form, because the business license determines the business continuity of the PT resulting from the change in legal form. This is because in Indonesia the rules regarding business entities are not related to licensing, but are regulated separately. Each business activity is always related to various types of permits that must be fulfilled. The unfinished handling of the legal aspects of business entities and smooth licensing, Bank Indonesia has mentioned it as one of the obstacles or obstacles in the development of MSMEs in Indonesia (Indonesian Banking Development Institute, 2015). This has also placed Indonesia in a country with a low level of ease of doing business (EODB) (Budi SP Nababan, 2018). Based on this condition the question becomes what are the efforts that can be taken to provide ease of licensing in changing the legal form of the company to be a PT?

B. RESEARCH METHODS
To answer the research questions above, normative juridical research methods are used, so that answers to research questions can be presented from various sources of legal material, both primary, secondary and tertiary.
Through this research, it is expected to be able to find the legal basis for changing the legal form of a particular company to a company in the form of a Limited Liability Company based on the principles of legal certainty and ease of doing business in Indonesia, both from a theoretical point of view and from a practical point of view. In the end, this research is intended to enrich legal knowledge related to business entities in Indonesia.

Setting the legal form of the company
The State of Indonesia is explicitly mentioned in Article 1 paragraph (3) of the 1945 Constitution as a state of law, so that there is no aspect of life that is not regulated in law, whether it is included in the public law group or private law group. Historically, law in Indonesia was influenced by law in the Netherlands based on the principle of concordance (Soetandyo, 2014). This is in accordance with the reality that the territory of Indonesia, which was formerly  (Maroni , 2012). The legal form of the company, as regulated in the Civil Code (hereinafter referred to as the KUH Perdata) and the Commercial Code (hereinafter referred to as the KUHD).
The provisions regarding the form of company in the Civil Code are contained in Book III, Chapter VIII regarding Civil Partnership, starting from Article 1618 to Article 1652. This Civil Partnership is known as maatschap, and it is a genus of firm and CV (Rudhi Prasetya, 2002) so that in its development civil partnerships can also change its legal form into firm and CVs. Enterprises. This business entity can only be established by the State. Based on its history it is divided into three forms, namely Service Company (Perjan), Public Company (Perum), and Limited Liability Company (Persero). The last two forms of state-owned companies are legal entities, but have different characteristics. The difference between the two lies in the ownership of the BUMN and the line of business they run. Perum is wholly owned by the state, while in a state-owned company, the state can only own 51% of the total capital ownership in the company. Perum runs a business for public services, while Persero is oriented to seek the maximum profit.
Regional Governments also have the same authority as the State in establishing business entities, namely the Provincial Government and Regency or City Governments called BUMD, as regulated in Article 331 paragraph (2) of Law Number 23 of 2014 concerning Regional Government (UU Pemda).
This law confirms that BUMD is divided into two, namely Perumda and Perseroda. With this law, Law Number 5 of 1962 has been revoked concerning Regional Enterprises. With the Regional Government Law, the nomenclature of Regional Companies was replaced with Regional Public Companies. The difference between a Regional Company/Perumda and a Perseroda lies in the ownership of the BUMD. Perumda is wholly owned by one region of capital (Article 334 paragraph (1) of the Regional Government Law), while in a regional government regulation, one particular region can only own 51% of the total capital ownership in the company (Article 339 paragraph (1)  The change in the legal form of CV to PT has the motivation to develop its business from the owner of the company, because CV is considered no longer able to meet the needs of its business development, both because of internal factors from allies in CV and external relations with the company.
Externally, the change in the legal form of a limited partnership to a limited liability company also occurs because it is required by laws and regulations.
The law has required that certain business fields can only be carried out by companies that are legal entities, both limited liability companies and cooperative legal entities. For example, based on the report of the Regional Leadership Council of the Aceh Province Land Transportation Organization, that a number of 138 (one hundred and thirty eight) public passenger transport companies in Aceh both take inter-city inter-provincial (AKP) and inter-cityin-province (AKDP) routes. must change the legal form from CV to PT or Cooperative.
The need to make changes to the legal entity form is obliged by Law This kind of practice certainly requires costs for settlement, even if it is only a formality, because the dissolution is not intended to end its business activities materially. The change in the legal form of the CV to the legal form of PT is defined as a legal act of transferring all the assets of the CV to the PT to be formed. Therefore, the PT that was formed as the recipient of the change of form, in its articles of association, must be stated that the existence of the PT that was formed was to continue the business of the changed CV ( Juniarti Baryadi, 2011:54) The practice of changing the legal form also occurs for BUMD, from regional companies (PD) to Perseroda. With the enactment of the Regional Government Law, the name PD was replaced with Perumda. According to the Regional Government Law, Perseroda is also basically PT. The change from PD or Perumda to Perseroda is carried out due to business considerations or Prior to the enactment of PP Number 54 of 2017, many BUMDs were formed in Indonesia, amounting to 1,700 BUMDs, both PD and Perseroda (Dian Cahyaningrum: 2018, 60). BUMD that is oriented to the implementation of public benefits is still maintained in the form of PD, while companies with business fields that are oriented to seek profit can be converted into a legal form of Persero, but it is hoped that it will not harm the community.
Companies that remain oriented towards public benefits, such as serving the community's drinking water needs, but in the event that this company is planned to be jointly managed by several regions, the law provides an alternative as an option to change the legal form from PD to Perseroda, as regulated in the provisions of Article 334. paragraph (2) of the Regional Government Law.
The change in the legal form in the field of drinking water services for the community has been practiced by the East Java Regional Government by establishing East Java Provincial Regulation Number 10 of 2019 concerning Changes in the Legal Form of East Java Regional Clean Water Company to East Java Regional Clean Water Company. The purpose of this change in legal form according to the provisions of Article 4 of the Regional Regulation is to increase the role and function of providing clean water services for the community, while the aim is to increase capital by providing opportunities for third parties to invest their capital.
Based on these aims and objectives, to fulfill the authorized capital of PT Air Bersih Jatim (Perseroda) of IDR500,000,000.00 (five hundred billion rupiah), the ownership of shares is not only the East Java Provincial Government, but also the private sector, namely PT Petrogas East Java (Perseroda) and the Regency/City Government in the Province. However, to ensure that this Perseroda remains committed to the East Java regional policy, the Regional Government is required to control shares of at least 90% (Ninety percent) of the Perseroda's shares.
Outside the field of drinking water services, generally BUMD business activities are required to change the form from Perumda to Perseroda.
Changes in the form are more common in the banking sector, although they are also found in other fields. This is in accordance with the characteristics of the banking business which emphasizes more on profit orientation. Based on examples from several Regional Regulations relating to changes in the legal form of PD to PT, it seems that the title of the regional regulation used is the change of legal form from Regional Company to Limited Liability Company. This change of form is intended to continue the previous effort, as it can be seen in the regional regulations governing the change in the legal for. Although not all regional regulations clearly explain the consequences of the change in form, both for PDs that are changed and PTs that change their form. However, in all regional regulations can be found that the change in legal form is a dissolution of PD legal entity by allowing the formation of a new legal entity that will continue the business license and assets of the dissolved PD. This can be seen from several regional regulations that change the form of the law.

The provisions of Article 2 of the East Java Provincial Regulation
Number 10 of 2019 entitled "Changes in the legal form of East Java Regional Clean Water Company to become East Java Regional Clean Water Company", confirms that the East Java Regional Clean Water Company has changed its legal form to PT Air Clean East Java (Perseroda). This change is implemented through amendments to the deed of establishment. As a result of the change in legal form, according to the provisions of Article 2 paragraph (3) of this regional regulation, all assets, company businesses, permits, rights and obligations and/or engagements, and employees owned by the East Java Regional Clean Water Company are transferred to PT Air Clean East Java (Perseroda). This regional regulation does not regulate the transfer of assets and licensing of the PD to PT, but is completely left to other regulations, as other laws regulate it, for example the law on limited liability companies, the law on regional assets, the law on permits, and so on.
Other regional regulation is Makassar City Regional Regulations CV to PT, from PD to Perseroda, and from Perum to Persero as the establishment of a new PT, so that legally, the newly formed PT with the legal form of the previous company has no legal relationship. The PT formed is a legal entity and a company with a previous legal form is also a legal entity.
This has a consequence that the change in legal form must begin with the making of a deed of establishment of a PT as required in the Company Law, followed by an application for a legal entity from the Ministry of Law and Human Rights (Article 7 paragraph (4).
The common thread between the PT that was formed and the company that was previously legal can only be seen in the assets listed in the deed of establishment of the newly formed PT. This is because one of the requirements to obtain a legal entity is the deed of establishment must state the authorized capital, issued capital, and paid-up capital. In the case of this change in legal form, the paid-up capital of the PT resulting from the change in legal form must be stated as a transfer of assets from the company with the previous legal form The legalization of a PT legal entity is only given by the State of Indonesia based on a request from the founder of the PT, in the case of a change in the form of a CV to become the founders of the former CV partners, both active and passive partners, because they are all founders. Meanwhile, in the case of a change of form from a PD to a Perseroda, the founder is the Regional Head who has a PD or an official appointed by the Regional Head, while in the case of a change from Perum to a Persero, the founder is the President or an official appointed by the President.
The ratification of a PT legal entity does not necessarily mean that the PT can continue to continue the business license of the previous company.
Even though the purpose of the change of form is to continue the business license, it must apply for a permit to continue business activities that have previously been carried out by the company whose legal form is changed. This is because the newly formed PT and the previous company are different entities.
The ratification of a legal entity by the State through the Minister of Law and Human Rights does not coincide with the granting of a business license, therefore a business license must be followed by an application to a government agency in accordance with the type of each business. This is a consequence of the bureaucratic system in Indonesia, where the legalization of PT legal entities and the granting of permits are not in one government agency.
Likewise, the authority to grant business licenses rests with several government agencies, both at the ministry and at the local government, namely the provincial or district/city governments.
The separation of legal entity ratification and licensing bureaucracy, which has been hampering doing business in Indonesia (Sulasi Rongiyati, 2019: 2) is not only faced by new companies, but also becomes an obstacle for PTs resulting from changes in legal form, even though newly formed PTs it is a continuation of the business activities of the previous company. Ideally, there needs to be integration between government agencies that ratify legal entities with business licenses, so that ease of doing business can run as expected.
The occurrence of the inconsistency between the licensing bureaucracy and the legal entity legalization bureaucracy is because licensing arrangements are not part of the regulation in the Company Law, not to mention that one business license is different from another by the laws governing it. Officials who grant permits are also different, and between government agencies do not yet have a common view of the ease of doing business (Budi SP Nababan, 2018). This is what causes the ease of investment in Indonesia to be low. The World Bank (World Bank), puts Indonesia in 73rd rank out of 190 countries (Muhammad Miradi, 2019). The integration of licensing and legalization of legal entities is not only intended to encourage foreign investment from multinational companies, but rather as an effort to encourage the empowerment of MSMEs. It is realized that economic globalization and trade liberalization have given rise to high level of dependence between countries in the world (Fajr Sugianto, 2013).
Companies that are in the form of CV, PD, and Perum that change form to PT, in terms of capital can be said to be included in the MSME group as intended in the legislation in Indonesia, even though they do not get facilitation as MSMEs. There are three arguments why MSMEs need to be empowered, The business licensing bureaucracy with the legalization of a legal entity from a PT that has been changed should not be equated with the legalization of a legal entity of a newly formed PT, because the PT resulting from the change of form is to continue the business that has been run previously, the legalization of the legal entity and the licensing can be completed simultaneously. Legal entity ratification and licensing of companies that change form must have special rules, which are not equated with new PT, which is not a continuation of the previous business license. This also gives meaning to the change in the form of the law as an effort to encourage community empowerment.
Legal integration for business development is an effort to create integration between legal theory with political theory and social theory so that legal science is more relevant, although integration is actually needed from the law itself. This is because the law must also always evolve which is constantly developing and its relevance to the actual situation. Therefore the law must
Kanun various legal forms of companies to legal forms of PT, is appropriate to stipulate a law that regulates companies. In addition, it also needs to establish an integrated system between legalization of PT legal entities and business license from PT resulting from changes in legal form.