When Minuman Menantea Gulung Tikar in the Fifth Year, Here is the Expert Analysis

JAKARTA - The closure of all Menantea outlets by April 25, 2026 is a very surprising news for the public. This was announced by Jehian Panangian and Jerome Polin in their Instagram posts right on the 5th birthday of the drink brand.

The product that was initiated by the siblings on April 10, 2021 was viral and rapidly developed in the early years. However, who could guess that this business octopus officially went bankrupt in the fifth year. Behind their decision, a complicated internal problem was revealed.

One of the important points highlighted is the weak foundation at the beginning of the cooperation. In addition to the lack of background checks on partners, internal audits that are not routine, to operational problems that are entangled problems. This means that rapid growth is not always accompanied by a strong system.

Jerome revealed that one of the biggest lessons from this business trip was the importance of clear contracts or agreements. This statement emphasizes that various risks that may occur can be minimized, if the legal agreement is prepared carefully and in detail from the beginning.

Contract As The Heart Of Business

Many business actors, especially in the early stages, consider contracts as mere administrative documents. Often the focus is more on expansion, marketing, and sales. In fact, it is the contract that becomes the "brake" when businesses begin to face various risks.

Sekar Ayu Primandani MH, as a partner from the BP Lawyers law firm, stated that there are still many business actors, especially those who are just starting out, contracts are considered just a formality. In fact, not a few argue that having contract documentation is very troublesome and not profit oriented.

"The main focus of new business actors is to pursue money in order to reap profits. Commercial deals with partners often occur without written contracts that regulate the rights and obligations of each party, even approving all contracts without reviewing them again. They are afraid of losing opportunities," said Sekar in a written statement, Wednesday, April 22.

Meanwhile, compliance and risk management aspects are excluded pending the business going up and there is cash flow to pay legal and risk management costs.

"In fact, business actors who are disciplined in contract documentation that is made in accordance with the law and the interests of business actors are actually many who avoid the vulnerable points that cause financial problems later," added Sekar.

Many business actors who have just realized that they have never signed a contract or a contract that has been signed is not beneficial to them. After the business stagnates or loses, the fog must find another way.

"This can be avoided when reviewing the contract at the beginning, business actors consider the rights and obligations regulated and negotiate according to the risks that are ready to be borne," said the graduate of the University of Indonesia Law Magister.

Sekar suggested that business actors should have a business development and legal team that works together to ensure that the transactions or commercial activities of the business are based on contracts that protect. Business actors not only face legal risks, but also business risks such as liquidity risk, when reviewing contracts.

Shareholder Agreement

In the scope of business, the relationship between founders often starts from trust and a shared vision. However, without a clear fortress of shareholder agreements, the relationship can become a source of conflict later. Especially when the business starts to grow and involves more complex interests.

Sekar explained that when starting a business, there are several parties who 'cultivate' the business in the form of money and or other forms.

"Those who invest capital in a company and own shares are usually stipulated in the shareholders' agreement. The shareholders' task is to make strategic decisions and oversee through the organ mechanism. For example, a company wants to make a decision that changes all core business activities. This must first pass through the shareholders' approval door," he said.

Sekar reminded that if someone disagrees, it must be tightened, or an approach must be made that what is not approved can be taken real steps or not approved because in terms of risk it may not be worth pursuing.

Why is the shareholders' agreement important? This regulates how much control or how long the shareholders' hands are in the company. Although the business activities are not carried out by the shareholders, but by the directors. However, in the shareholders' agreement, this can be regulated if the shareholders can appoint directors.

Division of Tasks and Responsibilities

One of the business challenges that involves many parties is unclear role division. When everyone feels "has a business", no one is really responsible specifically. This triggers repeated operational errors.

Entering into the realm of division of duties and responsibilities, Sekar explained that business actors must understand this.

"In the establishment of a limited liability company, there are 3 corporate organs whose roles and responsibilities are different. The daily operational implementation (such as deciding who to deal with, where to seek loans, how much to sell) is the task and responsibility of the Director," he concluded.

While the shareholders do appoint the Director, the shareholders cannot interfere in the daily activities of the company. Unless in his capacity as a director, there must also be an understanding of conflicts of interest between the directors and shareholders.

"The Board of Directors must prioritize the best interests of the company, because they legally represent the company. In carrying out their duties, the Board of Directors must not act based on their interests as shareholders, who tend to focus on personal profits. Every decision must refer to the best continuation of the company," he explained.

In addition to directors and shareholders, Sekar added that there are other organs in the company, namely commissioners. Unlike directors who run operations, commissioners are not directly involved in the company's daily activities. Commissioners are appointed by shareholders and then provide supervision and advice to the board of directors in running the company, which is more hands-off.

"That is why, knowing the division of duties and responsibilities in a company, because most business actors think that commissioners are higher than directors, with the assumption that commissioners can sign on behalf of the company, and that is wrong," said Sekar.

The authority that signs on behalf of the company is the board of directors. In exercising its authority, the board of directors is responsible to the company. Then, what is the role of shareholders?

"In practice, shareholders have the right to determine the strategic direction of the company's performance. When the board of directors reports that the company has made a profit, shareholders through the applicable mechanism can decide on the use of profits. Whether it will be distributed as dividends, kept as retained earnings, or allocated for business development," he said.

Anti-Tumble Business Immunity

The point is, ignoring the legal and risk management aspects when doing business feels "deliciously scary". Many business actors consider contracts, shareholder agreements, and role sharing as troublesome things. In fact, that's where the foundation of the business is built.

The Menantea case, detailed by Sekar, shows that the problem is not only about products or markets, but also about how the relationship between parties is regulated from the beginning. Starting from contracts that are not well-structured, roles that are not clearly defined, to an uncontrolled system. This is a cavity that will eventually destroy the business.

"It is important to understand that the contract does not stand alone. It must go hand in hand with a shareholders' agreement that regulates the direction of the business, the division of tasks that creates accountability, and a financial system that maintains transparency. Without it, business runs without a safety fence," he explained.

Sekar urges strong businesses not only to grow quickly, but to be built with a clear and disciplined structure. The right contract is not just a document, but an "immunity" that keeps the business strong when there is pressure, conflict, and uncertainty.