Cessie is the transfer of a registered receivable through a written deed. Article 613 of the Civil Code governs it.
A creditor may hold one large unpaid claim against an Indonesian company. However, the creditor may lack evidence of another creditor. This creates a serious obstacle before filing a PKPU petition.
Could the creditor transfer part of its claim to another party? Would that transfer create two creditors under Indonesian law? The short answer is yes, potentially. Yet the result never follows automatically.
A partial cessie in Indonesian PKPU proceedings can create creditor plurality. The original creditor keeps the remaining claim. Meanwhile, the assignee receives an independent right to collect the transferred portion.
However, the Commercial Court must examine the transaction carefully. The transfer must satisfy Article 613 of the Indonesian Civil Code. The claim must also remain suitable for simple proof.
Most importantly, the Constitutional Court recently addressed this exact controversy. Decision No. 266/PUU-XXIV/2026 provides timely guidance for creditors, debtors, investors, and restructuring advisers.
A valid partial assignment may produce two legal creditors from one original receivable. The cedent remains entitled to the unassigned balance. The cessionary becomes entitled to the assigned portion.
Therefore, both parties may count as creditors for PKPU purposes. This conclusion follows the Constitutional Court’s decision dated 12 August 2026. The Court rejected a requested blanket prohibition.
Still, the Court did not authorize artificial creditor creation. Judges retain responsibility for examining the quality of each creditor. They must identify sham arrangements, unresolved disputes, and defective documents.
Accordingly, the correct answer is a qualified yes. A partial cessie in Indonesian PKPU can establish plurality when the transfer is valid, effective, genuine, and simply proven.
Cessie means the assignment of a receivable registered in a creditor’s name. Article 613 of the Indonesian Civil Code governs this transfer.
The parties must document the assignment through an authentic deed or private deed. The cedent transfers the relevant collection rights to the cessionary.
The debtor does not usually become a party to that deed. Nevertheless, the assignment cannot affect the debtor before the required legal step occurs.
Article 613 provides three possible routes. The parties may notify the debtor. Alternatively, the debtor may approve or acknowledge the transfer in writing.
A partial cessie transfers only a defined portion of the receivable. The cedent retains the remaining portion. Consequently, both parties hold collection rights against the same debtor.
A full cessie transfers the entire receivable. The original creditor then loses its right over that transferred claim. The cessionary replaces the cedent as creditor.
Therefore, a full assignment normally substitutes one creditor for another. It does not create two creditors from the transferred claim.
A partial cessie works differently. The cedent retains a stated balance. The cessionary acquires another stated portion.
This distinction matters greatly for PKPU. A partial cessie in Indonesian PKPU may leave two claimants with enforceable collection rights. Each claimant must prove its own portion clearly.
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Law No. 37 of 2004 governs bankruptcy and PKPU proceedings. Article 222 allows a debtor or creditor to request PKPU under specified conditions.
The debtor must have more than one creditor. Additionally, there must be debt that has matured and remains payable. A creditor petition also concerns the debtor’s expected inability to continue paying due debts.
The applicant must prove the statutory elements simply. Article 8(4), applied within the PKPU framework, makes simple proof central to the initial examination.
Simple proof does not mean weak proof. The documents should show the debt, maturity, non-payment, and creditor plurality without extended civil litigation.
Therefore, creditor quantity alone is insufficient. The court must see legally recognizable claims and reliable supporting records.
PT Minera Power Generation challenged Article 2(1) of Law No. 37 of 2004. It also challenged Article 613 of the Civil Code.
The petitioner sought a constitutional interpretation concerning creditor plurality. It argued that one original claim should not create two creditors through cessie.
On 12 August 2026, the Constitutional Court rejected the petition entirely. The Court confirmed that cessie transfers derivative collection rights. It does not create a new underlying debt.
However, a partial transfer leaves the cedent with its remaining collection right. The cessionary receives the assigned right. Therefore, the number of creditors may legally increase.
The Court stated that partial and full transfers are not inherently prohibited. The legal consequences depend on compliance with Article 613.
This decision strongly supports the legal possibility of a partial cessie in Indonesian PKPU. It also preserves judicial control over abusive transactions.
The requested interpretation would have excluded two parties sharing an original claim. The Court found that approach could narrow Article 2(1) excessively.
Article 2(1) establishes general bankruptcy requirements. It does not expressly distinguish original creditors from assignees.
The Court also addressed fears of engineered creditor plurality. In its view, those concerns concern implementation and judicial assessment.
Judges must examine whether the creditors are genuine. They must also assess whether a transfer merely manipulates the statutory threshold.
Thus, the decision is not a free pass. It protects valid assignments while directing judges to scrutinize questionable structures.
No single document guarantees a successful PKPU petition. Courts examine the entire transaction and its evidence.
Nevertheless, four questions provide a useful framework. First, did the parties execute a valid assignment deed? Second, does the deed identify each assigned portion?
Third, did the transfer become effective against the debtor? Fourth, can the court verify the claims through simple proof?
Commercial substance also matters. The assignee should exist independently and understand the acquired claim. Payment records should match the assignment’s stated consideration.
A carefully documented partial cessie in Indonesian PKPU presents a stronger case. A last-minute paper arrangement creates greater litigation risk.
Article 613 permits an authentic deed or private deed. However, a notarial deed often provides stronger evidentiary certainty.
The deed should identify the underlying agreement, invoices, currency, and outstanding balance. It should state the exact assigned amount or objective calculation method.
Ambiguous wording may create overlapping claims. The debtor could face double payment demands. The court may also find the creditor count uncertain.
The deed should allocate interest, penalties, security rights, and enforcement costs. It should also address recoveries and payment sequencing.
A cessie deed binds its parties after valid execution. However, Article 613 makes effectiveness against the debtor a separate issue.
The debtor must receive notice or provide written approval or acknowledgment. Supreme Court Circular Letter No. 7 of 2012 reinforces this point for insolvency practice.
Creditors should preserve reliable delivery evidence. A bailiff’s notification offers strong proof. Courier receipts, acknowledged letters, and verified electronic communications may also support the record.
Silence creates unnecessary risk. A debtor may deny receiving notice. Therefore, creditors should complete notification before filing the PKPU petition.
The Constitutional Court gave another important warning. A disputed assignment may require complex proof.
If validity remains genuinely contested, the cessionary’s creditor status may remain uncertain. That claim may then fail the simple-proof standard.
Common disputes involve unauthorized signatures, fabricated consideration, incorrect balances, and prohibited assignments. Other disputes concern prior payment, novation, or contractual restrictions.
The Constitutional Court decision states that unresolved validity can prevent reliance on creditor plurality. Accordingly, parties should resolve documentary contradictions before filing.
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The court may reject reliance on the assignment when essential elements remain unclear. A defective deed presents the most obvious risk.
Missing notice also weakens effectiveness against the debtor. An undefined assigned amount can make the parties’ claims impossible to separate.
Moreover, judges may examine whether the transaction has genuine legal and commercial substance. A related assignee is not automatically invalid. Yet affiliation can invite closer scrutiny.
Timing also matters. A transfer executed immediately before filing may appear tactical. Tactical purpose alone does not necessarily invalidate cessie. However, suspicious facts can undermine credibility.
Earlier Commercial Court decisions were inconsistent. Some recognized cessie-based creditors, while others rejected them. Decision No. 266/PUU-XXIV/2026 now supplies powerful guidance, but factual assessment remains decisive.
A debtor should not assume that one original transaction means only one creditor. That argument became significantly weaker after the 2026 Constitutional Court decision.
Instead, the debtor should test every legal element. Was the deed validly signed? Did the assignor own the claim? Did the debtor receive proper notice?
The debtor should also reconcile the claimed amounts. Combined claims must not exceed the actual outstanding debt. Any payment, credit note, set-off, or settlement should appear in the reconciliation.
Next, the debtor should identify complex disputes. Fraud allegations, invalid authority, or conflicting contracts may defeat simple proof.
Finally, the debtor should examine creditor independence and transaction substance. This analysis requires evidence, not speculation.
A creditor should prepare the underlying contract and every amendment. It should also collect invoices, delivery evidence, acknowledgments, and payment records.
The file should include the cessie deed and corporate approvals. It should also include notification evidence and the debtor’s response.
A clear claim reconciliation is essential. It should show the pre-assignment balance, assigned portion, retained portion, interest, and later payments.
Meanwhile, the debtor should collect the same records from its perspective. It should preserve objections, proof of payment, and correspondence concerning the assignment.
Both sides should verify signatures and representative authority. Foreign-language documents require sworn Indonesian translations for court use.
This preparation determines whether a partial cessie in Indonesian PKPU appears straightforward or heavily disputed.
Creditor plurality only opens the PKPU door. It does not decide the restructuring outcome.
During PKPU, administrators verify claims. Creditors may challenge claim amounts and voting rights. The court-supervised process then moves toward a composition plan.
Claim splitting can affect voting dynamics. However, parties should not assume multiple holders always multiply influence. Verification, classification, affiliation, and good faith remain relevant.
Secured rights also require careful treatment. An assignment may carry accessory security rights, subject to applicable law and registration requirements.
Tax, accounting, licensing, and consumer rules may also apply. Regulated financial institutions face additional compliance duties. Therefore, transaction documents should address more than PKPU eligibility.
In our view, creditors should never use cessie as a shortcut without substantive preparation. The 2026 decision recognizes the legal effect of partial transfers. It does not remove litigation risk.
Before filing, counsel should conduct a claim audit. The audit should test the debt’s origin, maturity, assignability, balance, and evidence.
Counsel should also review the assignee’s status and transaction purpose. Consideration should be documented. Notice should be completed through a defensible method.
For debtors, a blanket objection will rarely suffice. The stronger defense attacks specific failures involving validity, effectiveness, authenticity, amount, or simple proof.
Ultimately, the best strategy depends on the documents. A well-structured partial cessie in Indonesian PKPU may satisfy creditor plurality. A careless structure may collapse at the first hearing.
A partial cessie can create two creditors for an Indonesian PKPU petition. The cedent keeps the unassigned balance. The cessionary acquires the assigned collection right.
Constitutional Court Decision No. 266/PUU-XXIV/2026 confirms this legal possibility. Nevertheless, every assignment must comply with Article 613 of the Civil Code.
The court will examine the deed, notice, claim allocation, authenticity, and commercial substance. It will also consider whether the dispute permits simple proof.
Therefore, businesses should avoid formulaic assumptions. Early legal review can protect enforcement strategy, restructuring options, and valuable assets.
Need advice on PKPU, debt recovery, or cessie strategy? Kusuma & Partners Law Firm can assess your documents and legal position. Contact our team for practical Indonesian insolvency advice.
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