Tanggung Jawab Direksi Perseroan Terbatas dalam Pelanggaran Fiduciary Duty

Abstract

The company's directors is the organ responsible for the maintenance and as a representa?ve of the company based on the purpose and objec?ves of the ar?cles of associa?on. Management and representa?on by the directors must be executed according to the principle of fiduciary duty. This study emphasized the issue of directors' negligence that leads to the breach of fiduciary duty, which results to the applica?on of piercing the corporate veil by the directors. Primary legal materials used in this study including the Code of Civil Law (Civil Code) and Law No. 40 of 2007 on Limited Company. The directors should be implemented in good faith and full responsibility in carrying out its duty, because the directors hold fiduciary duty of the company. If the directors failed to perform their du?es, they may be subject to piercing the corporate veil which is personal accountability by the directors up un?l their personal property regarding the loss received by the company, shareholders or stakeholder. It is applied to protect the interests of shareholders or third par?es that have been harmed by the ac?ons taken arbitrary by the directors or improper conduct on behalf of the company shareholders or stakeholder. It is applied to protect the interests of shareholders or third par?es that have been harmed by the ac?ons taken arbitrary by the directors or improper conduct on behalf of the company.