Pemberhentian Direktur Melalui RUPS Luar Biasa Tanpa Hak Bela dari Direktur (Studi Putusan Nomor 290/Pdt/2023/PT.Dps)

Abstract

In the process of dismissing directors, there is often a neglect of the defense rights owned by the director, causing injustice. With this background, the formulation of the problems to be discussed are, How is the mechanism for dismissing a director based on Law Number 40 of 2007 concerning Limited Liability Companies, How is the validity of dismissing a director through an Extraordinary GMS without the right to defense from the director, How is the consideration of the panel of judges in decision Number 290/Pdt/2023/PT.Dps related to the dismissal of a director through an Extraordinary GMS without the right to defense from the director. The writing of this thesis uses a normative juridical method, namely research that is focused on examining the application of rules or norms in positive law. The research method used in this writing is the literature method and uses qualitative analysis. The data used in this research is secondary data consisting of primary, secondary, tertiary legal materials obtained by library research data collection techniques. The results showed that First, the mechanism for dismissing the director can be through the GMS, namely the Annual GMS and Extraordinary GMS. Second, the dismissal of the director without the right of defense from the director violates the provisions of Article 105 paragraph (2) of Law Number 40 of 2007 concerning Limited Liability Companies which regulates the granting of defense rights, so the GMS decision becomes invalid because the action is illegal. Third, the Panel of Judges in its consideration considered that the procedure for dismissal of the Director must be carried out in accordance with Article 105 of Law Number 40 of 2007 concerning Limited Liability Companies, namely providing an opportunity for the Director to defend himself and providing clear reasons for dismissal in the GMS decision. With this case, it is hoped that it can serve as a guideline to shareholders and the board of commissioners in carrying out the process of dismissing directors through an Extraordinary GMS must follow the applicable laws and regulations.