Abstract

Pre-incorporation transactions often create legal uncertainty, especially when representatives act on behalf of a company that has not yet obtained legal status. This study focuses on the role of the notary in ensuring good faith (itikad baik) and legal certainty in such transactions, particularly in land sale and purchase agreements (PPJB) carried out before company establishment. The research uses a normative juridical method, analysing relevant legal sources including the Civil Code (Articles 1320, 1338, 1339), Company Law No. 40 of Year 2007, and Notary Law No. 30 of Year 2004 as amended by Law No. 2 of Year 2014. Through a statutory, conceptual, and case approach, the study examines how notaries uphold the principles of good faith and act as neutral intermediaries protecting the interests of all parties. The findings show that notaries are obliged to act honestly, carefully, and impartially under Article 16 paragraph (1) of the Notary Law, and must ensure that legal acts prior to incorporation remain valid and fair. The study concludes that by including ratification clauses, escrow mechanisms, or agreements of transfer of parties, and by providing legal counseling as required by Article 15 paragraph (2) letter (e) of Notary Law, notaries can prevent disputes, promote good faith, and guarantee the continuity of legal certainty in pre-incorporation acts.