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All Journal Unram Law Review
Muhammad Dito Zakharia
Universitas Airlangga
Law, Crime, Criminology & Criminal Justice

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Circular Resolution, Conflict of Interest, and Corporate Bankruptcy: A Legal Study of the Actions of Directors as Shareholders Zulfikar Ardiwardana Wanda; Muhammad Dito Zakharia
Unram Law Review Vol 10 No 1 (2026): Unram Law Review (ULREV)
Publisher : Faculty of Law, University of Mataram

Show Abstract | Download Original | Original Source | Check in Google Scholar | DOI: 10.29303/ulrev.v10i1.482

Abstract

A Limited Liability Company (PT) as a legal entity, has a decision-making mechanism that, in principle, is implemented through a General Meeting of Shareholders (RUPS). However, Law No. 40 of 2007 on Limited Liability Companies also recognizes a decision-making mechanism outside the RUPS through bulletin decisions as a more efficient alternative. Legal issues arise when bulletin decisions are used in strategic agendas such as voluntary bankruptcy petitions, especially in situations where Directors also act as shareholders. This situation has the potential to create conflicts of interest, especially if the bankruptcy of the corporation is due to the mistakes or neglect of the relevant Directors. This is a normative legal study with a legislative and conceptual approach, which aims to analyze bulletin decisions and the implications of the bulletin decision mechanism on the responsibility of the Director's Board in bankruptcy cases. The study finds that circular resolutions can be misused to avoid responsibilities regulated in Article 104 of Law Number 40 of 2007 concerning Limited Liability Companies, given that circular resolutions require unanimous shareholder approval. This study emphasizes the importance of reforming the circular resolution mechanism.
Penyelesaian Permohonan Pailit Melalui Instrumen Insolvency Test Sebagai Perlindungan Hukum Bagi Pihak Terkait Dalam Kepailitan Muhammad Dito Zakharia; Ahmad Syaifudin; Benny Krestian Heriawanto
Unram Law Review Vol 9 No 2 (2025): Unram Law Review (ULREV)
Publisher : Faculty of Law, University of Mataram

Show Abstract | Download Original | Original Source | Check in Google Scholar | DOI: 10.29303/ulrev.v9i2.397

Abstract

Indonesian law has undergone several revisions. Still, with the various revisions, according to the author, it has not provided maximum legal protection and legal certainty to the parties involve in bankruptcy law itself, on the other hand, the Indonesian bankruptcy law regulation is more likely to favor the interests of creditors, can prove this that the bankruptcy law regulation in Indonesia does not require a minimum amount of receivables and does not regulate insolvency requirements. Regarding the lack of regulation of insolvency requirements in bankruptcy applications, this harms debtors who are still solvent as they can be filed for bankruptcy. There is a need for an insolvency test to determine whether the debtor is solvent or insolvent. With the implementation of the insolvency test the bankruptcy legal regime is appropriate because, under it only debtors who are genuinely unable to pay debts can be terminated by bankruptcy given the principle of insolvency. Therefore, implementing the insolvency test in bankruptcy law in Indonesian will provide legal certainty for debtors and protection to solvent debtors. In conducting this legal research, a normative juridical methodology was employed, drawing on statutory conceptual, and comparative approaches.
Co-Authors Ahmad Syaifudin Benny Krestian Heriawanto Zulfikar Ardiwardana Wanda