Kualifikasi Perbuatan Ultra Vires oleh Direksi dalam Hukum di Indonesia (Studi Putusan Pengadilan

Abstract

ABSTRACT QUALFICATION OF ULTRA VIRES ACTS BY DIRECTORS IN LAW IN INDONESIA : STUDY OF COURT DECISIONS Ultra vires' action is an action that goes beyond the authority of the company's directors. The authority of the board of directors in the Company Law which is related to the ultra vires doctrine is contained in Article 92 paragraph (1) and paragraph (2) of Law No. 40 of 2007 concerning Limited Liability Companies (UUPT). Although the Ultra Vires Actions are not regulated in detail in the Company Law with due observance to the provisions of Article 92 paragraph (1) and paragraph (2) of the Company Law, it is clear that the Ultra Vires doctrine is also adhered to in it, because the company has goals and objectives and in the next sentence it is stated that qualifications should not violations committed by the company against these aims and objectives. However, if in a legal system it is determined that the formation document or articles of association of a legal entity contains a description of the aims and objectives of a legal entity, then the question will arise if the legal entity carries out actions that are outside the aims and objectives stated in the formation document or budget basically and if it is decided to impose sanctions on Ultra Vires' actions to the extent that an action can qualify as its specific Ultra Vires action in the event of an action that is against the interests of the company. This has become a problematic in formulating the qualifications regarding Ultra Vires actions in Indonesia. This type of research is a descriptive normative legal research. Data in the form of primary, secondary and tertiary legal materials were collected using the library research method. Furthermore, the legal material data were analyzed based on the normative-qualitative data analysis method. Ultra vires actions are actions without authority / outside the authority of a representative contract given by a legal entity to someone. However, in the course of the case and also the arrangement regarding Ultra Vires actions, it does not fully qualify what is actually the benchmark of an action referred to as Ultra Vires action. Is it only if one of the organs of the company takes an action outside of its authority that is detrimental to the company, but what if one of the organs of the company takes action beyond its authority but does not harm the company. Court decisions that also differ in deciding a case against Ultra Vires' actions are also an unsolved issue. This is what should be of particular concern to legislators in terms of formulating what is the benchmark for an action called Ultra Vires so that it can create legal certainty within the company. Keywords: Ultra Vires, Qualifications, Limited Liability Companies.