Penyalahgunaan Kedudukan Komisaris PT. Condato Grup Indonesia Sebagai Tindakan Ultra Vires (STUDI PUTUSAN NOMOR 352/PDT.G/2021/PN Jkt.Pst)

Abstract

The board of commissioners serves as a supervisory and advisory body to the board of directors. A commissioner who uses their position to influence the board of directors in order to act on behalf of the company without proper authority is committing an abuse of their position by engaging in ultra vires actions. This is illustrated in the case of PT. Condato Grup Indonesia (PT. CGI) as reflected in Decision Number 352/Pdt.G/2021/PN Jkt.Pst, where a commissioner of PT. CGI diverted payments from consumers to his own supplier companies and withheld PT. CGI’s profits. This thesis examines several legal issues, including how ultra vires actions by a commissioner can be categorized as an abuse of position, how the judge’s legal considerations fulfilled the elements of unlawful conduct in Decision Number 352/Pdt.G/2021/PN Jkt.Pst, and the legal analysis viewing that the commissioner of PT. CGI committed ultra vires actions. This research uses normative legal methods, with statutory, case, and conceptual approaches, through a literature study to collect data in the form of primary, secondary, and tertiary legal materials, which are analyzed using a qualitative analysis approach. The study concludes that a commissioner who abuses their position to act beyond their authority, including influencing the directors to commit ultra vires actions, must be held personally liable for any losses resulting from such actions. The commissioner of PT. CGI committed an unlawful act by abusing their position to carry out ultra vires actions, such as diverting and withholding PT. CGI’s profits. In this case, the ultra vires action is the cause of the loss suffered by PT. CGI; therefore, in the unlawful act committed by the commissioner of PT. CGI, the commissioner must be held responsible for the entire loss, as actions containing ultra vires are never binding on the company or any party due to being null and void by law, and the application of the Piercing the Corporate Veil doctrine becomes a consequence of the ultra vires action.