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Choula, Allytha
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Reconstructing the Limits of Limited Liability: Strengthening the Piercing the Corporate Veil Doctrine in Indonesian Corporate Law: Rekonstruksi Batasan Prinsip Tanggung Jawab Terbatas melalui Penguatan Doktrin Piercing the Corporate Veil dalam Hukum Perseroan Indonesia Nugroho, Handika Faqih; Putri, Kristiani Virgi Kusuma; Choula, Allytha
Lex Renaissance Vol. 11 No. 1 June 2026
Publisher : Universitas Islam Indonesia

Show Abstract | Download Original | Original Source | Check in Google Scholar | DOI: 10.20885/JLR.vol11.iss1.art6

Abstract

The principle of Limited Liability constitutes one of the fundamental pillars of corporate law, providing protection to shareholders by limiting their liability to the amount of capital they have invested in the company. This principle aims to encourage investment and promote economic growth by ensuring legal certainty for investors. However, in practice, the principle is often abused through the use of corporate entities as instruments to evade legal obligations, commit fraud, commingle personal and corporate assets, or cause harm to creditors and other third parties. Such circumstances have led to the development of the piercing the corporate veil doctrine as a corrective mechanism against the misuse of corporate legal personality. This study aims to analyze the limitations of the Limited Liability principle and examine the implications of the piercing the corporate veil doctrine within Indonesian corporate law. The research employs a normative juridical method using both statutory and conceptual approaches. Legal materials were collected through library research, including legislation, legal doctrines, scholarly literature, and relevant court decisions. The findings indicate that the principle of limited liability is not absolute. Indonesian Company Law provides exceptions that allow shareholders and corporate organs to be held personally liable in cases involving abuse of corporate form, undercapitalization, commingling of assets, or unlawful acts. The application of the piercing the corporate veil doctrine serves to balance investor protection, legal certainty, and creditor interests. Therefore, a more comprehensive regulatory framework is necessary, encompassing the codification of indicators of corporate misuse, the development of technical guidelines for judges, and harmonization with good corporate governance principles, to ensure consistent application of the doctrine and strengthen corporate accountability within the Indonesian legal system.