The Legal Responsibility of the Board of Commissioners for Their Actions based on the Power of Attorney of the Board of Directors of a Limited Liability Company

Abstract

Limited Liability Company is a legal entity which is a capital alliance, established based on an agreement, conducts business activities with authorized capital which is entirely divided into shares and fulfills the requirements stipulated in this Law and its implementing regulations. As stated in Article 1 number 1 of Law Number 40 of 2007, the establishment of which must be established by 2 (two) people, with a deed of incorporation made with a notarial deed which is then submitted to the legal entity status process to the Ministry of Human Rights Law of the Republic of Indonesia , which is done by registering online which is also known as the Legal Entity Administration System (SABH). Limited Liability Companies that have been approved by the Ministry of Human Rights Law of the Republic of Indonesia will receive legal entity status. Then the Board of Directors and the Board of Commissioners have the respective duties and responsibilities, the Board of Directors is the management authorized to take care of a Limited Liability Company while the Board of Commissioners has the authority to supervise the Board of Directors, and if the Board of Directors is unable to have the Board of Directors authorized to appoint another person with a power of attorney to carry out his duties as the Board of Directors, if the power of attorney is given by the Board of Directors to the Board of Commissioners, this may lead to an internal conflict with the Board of Commissioners whose duties and authorities include oversight of the duties, authorities and responsibilities of the Board of Directors. For this reason, the writer is interested in discussing the legal consequences of the power of attorney given by the director to the commissioner on behalf of the company in limited liability companies. What is the legal liability of the board of commissioners if there is a problem in the future with a limited liability company? This research is a normative legal research using a normative approach by looking at the principles of a limited liability company contained in a limited liability company law. Sources and types of data used are primary data and secondary data, which will then be analyzed using qualitative analysis. Based on the results of the study note that directors can not give power to the commissioner, because the commissioner does not meet the criteria as a company employee. Therefore, the granting of directors 'powers to the commissioners does not cause legal consequences because the commissioners are not authorized as recipients of the directors' powers. It can be concluded that the legal consequences of granting power of attorney are null and void.