Tanggung Jawab Direksi Atas Kerugian Perseroan Berdasarkan UU Perseroan Terbatas

Abstract

The liability of directors for corporate losses under the Limited Liability Companies Act is a critical issue in corporate law, particularly in determining the boundary between the personal liability of directors and reasonable business risk. This study aims to analyze the regulations governing the personal liability of directors for corporate losses as well as the application of the Business Judgment Rule as the basis for exempting directors from liability under Indonesian corporate law. This study employs a normative legal method using both a statutory and a conceptual approach. The legal materials used include primary, secondary, and tertiary sources. The results of the study indicate that directors may be held personally liable if the company’s losses are proven to have been caused by their errors or negligence in the performance of their duties, as stipulated in Article 97(3) of Law No. 40 of 2007. However, Article 97(5) provides legal protection through the Business Judgment Rule if the board of directors can cumulatively prove the existence of good faith, due diligence, the absence of a conflict of interest, and preventive measures against losses. This study concludes that clearer guidelines are needed to distinguish between reasonable business risks and negligence on the part of the board of directors in order to strengthen legal certainty and corporate governance.