Tanggung Jawab Hukum Direksi Perseroan Terbatas terhadap Perbuatan Melawan Hukum akibat Kelalaian Kantor Cabang (Studi Kasus Pt Bank Rakyat Indonesia (Persero) Tbk, Kota Pinang)

Abstract

Limited liability companies (Perseroan Terbatas) often establish branch offices to expand their operations. However, this can lead to negligence that may result in unlawful acts committed by the branch office on behalf of the parent company toward third parties. This research addresses three primary issues: the duties and authority of the board of directors in managing a limited liability company; the board's accountability for negligence committed by a branch office; and the legal certainty of the board's responsibility for unlawful acts arising from negligence by the branch office in case No. 29/Pdt.G/2022/PN Rap. The research methodology employed is juridical-normative, using both legislative and case-based approaches, with secondary data obtained from primary, secondary, and tertiary legal materials. The board of directors has duties and authority in managing the limited liability company based on regulations such as the Limited Liability Company Law, the State-Owned Enterprises Law, the Banking Law, and other relevant regulations. The board is responsible for representing the company with a fiduciary duty principle. The board may be held accountable for negligence committed by the branch office since the branch office does not have a separate legal status from the parent company. The principle of vicarious liability can be applied if the branch office commits negligence that harms the parent company, which may lead to the board's accountability if it is proven that there were no adequate policies or supervision in place. The court decision No. 29/Pdt.G/2022/PN Rap provides legal certainty regarding corporate liability for the branch office's negligence; however, it does not extend to the personal accountability of the board of directors or the branch office head. The board's accountability only applies if it is proven that there were no internal policies or Standard Operating Procedures (SOPs) regulating credit issuance and no internal supervision of the branch office.