Tanggung Jawab Direksi dan Komisaris yang Tidak Melaksanakan RUPS Tahunan

Abstract

This research aims to analyse and to comprehend the liability and potential legal consequences of Directors and Commissioners of companies for failing to host annual GMS or committing an unlawful act during their tenure. Therefore, the research focuses on the legal consequences and liability of Directors or Commissioners of companies for failing to host GMS as well as the legal effort of damages resulted from the unlawful act committed by the Directors and Commissioners of a Limited Liability Company. This normative research relies on literary study as main data collection technique that uses primary, secondary, and tertiary resources such as laws and regulations, literatures, as well as dictionaries. Descriptive qualitative method is carried out to analyse the data. The findings of this research indicate that directors and commissioners, who fail to host annual GMS and is involved in unlawful act harming the companies, are acting recklessly before law; as a result, they are personally liable under the Law No. 40/2007 on Limited Liability Companies. The research finds that PT. Damai Jaya Lestari appointed its President Director without conducting GMS, the former President Director of PT. Modular Alkesindo had not heldGMSfor fiveyears,from I February 2011 to I February 2016, and the President Director of PT. Sport Glove Indonesia has committed an illegal act for having violated hisauthority by manipulating some funds, which were supposed to be used for paying employees ' salaries, and transferring them to his personal account.