Application Of Acquit Et De Charge In Removal Of Liability Of The Board Of Directors Of A Limited Company

Abstract

The Indonesian people demand the form of a Limited Liability Company because of legal certainty in the form of limited liability, providing convenience for the owner (shareholder) to transfer his company by selling all the shares he owns in the company. Where there is a clear separation between ownership and management (power); therefore, to be able to run the company, there is management called the Company Organ, and it is divided into 3 (three) parts: the Board of Directors, the Board of Commissioners, and the General Meeting of Shareholders. The Board of Directors has dominant authority in the management and representation of the company inside and outside the court. With great authority, there is also significant risk. The Board of Directors is very vulnerable to being sued and prosecuted in court; this condition makes the Board of Directors worry about taking steps. The doctrine of acquit et de charge, which is implicit in Law Number 40 of 2007 concerning Limited Liability Companies (Perseroan Terbatas/PT), still does not provide adequate protection for the personnel of the Board of Directors. This study aims to describe legal certainty in the application of acquit et de charge as an effort to protect the Company's Board of Directors. This research is descriptive of the type of juridical-normative research. The type of approach used is the statutory approach and the conceptual approach. However, in reality, there is no legal certainty in Indonesia applying to acquit et de charge.