IDEAL CONSTRUCTION OF DIRECTORS’ RESPONSIBILITY REGULATION AS AN ORGAN OF A LIMITED COMPANY BASED ON JUSTICE VALUE

Abstract

The responsibility of the directors as a limited liability company organ of justice is related to legal protection of third parties in the event that the directors commit ultra vires actions which can give rise to the rights of the aggrieved party to act or demand compensation, including recovery efforts aiming to restore the rights of the aggrieved party, but this is not strictly regulated if the action This also provides benefits to the company, and settlement if the directors who are burdened with personal responsibility do not have sufficient wealth to restore the rights of the aggrieved party. This study aims to analyze and find the ideal construction of the regulation of the responsibilities of directors as an organ of a limited liability company based on the value of justice. The Constructivism Paradigm, the approach method in research is social legal research. The data used are secondary data and primary data. The results of the study found that the reconstruction of the regulation of the responsibilities of directors as an organ of a limited liability company is based on the value of justice, in this case Article 97 paragraph (3) of Law Number 40 of 2007 concerning Limited Liability Companies, namely that each member of the board of directors is fully personally responsible for the company's losses. if the person concerned is guilty or negligent in carrying out his duties in accordance with the provisions referred to in paragraph (2). If the company also benefits in the event that the directors are guilty or negligent in carrying out their duties, then the members of the board of directors and the company are responsible for the loss, and in the event that the directors who are burdened with personal responsibility are unable to be held responsible for example for reasons of not having sufficient wealth, then the company first bailout the losses of third parties and then the directors are obliged to account for it to the company.