Perlindungan Hukum Bagi Direksi Terhadap Keputusan Sirkuler Yang Tidak Sah Akibat Perbuatan Melawan Hukum Pemegang Saham (Studi Putusan Perdata Nomor 508/Pdt.G/2021/Pn.Jkt.Pst)

Abstract

A circular resolution is an alternative if shareholders are unable to hold a GMS either directly or indirectly. Normatively, a circular resolution requires the approval of all shareholders to have the same legal force as an AGM, as stipulated in Article 91 of the Company Law. However, in practice, not all corporate bodies comply with these requirements, leading to unlawful acts, as seen in Decision No. 508/Pdt.G/2021/Pn. Jkt.Pst regarding the replacement and dismissal of board members, as well as approval to change the share structure of PT. FMJ through a circular resolution that was not approved by all shareholders. The method used is normative law. The nature of the research is prescriptive, using secondary data obtained through data collection and analysis techniques. The research approach uses a legal approach, a case approach, and a comparative approach. The results of the study indicate that legal protection for directors, particularly regarding the replacement and dismissal of directors through circular resolutions, is not yet optimal. This is because the regulations regarding circular resolutions in Indonesia are currently limited to only one article, and there are no further regulations regarding procedures, time frames, or restrictions on the use of circular resolutions, which could potentially lead to legal uncertainty and suboptimal legal protection for directors of PTs in Indonesia. Therefore, to ensure legal certainty and optimal legal protection for directors, clearer and more explicit regulations regarding circular resolutions are needed, along with strengthening the role of the Director General of AHU as the selector of PT articles of association.