<![CDATA[A Limited Liability Company is a legal entity with a separate legal personality and assets distinct from its shareholders and directors. This separation gives rise to the principles of separate legal entity and limited liability, although limited liability cannot be used as a shield against legal obligations arising from abuse of the corporate form. The issue becomes more complex when a company incurs losses and tax debts while its director or shareholder is placed under guardianship. This study examines the legal liability of directors for tax debts of a loss-making company and the legal position of directors, shareholders, and guardians in the context of guardianship. The study employs normative legal research using statutory and conceptual approaches. Primary legal materials include Law Number 40 of 2007 on Limited Liability Companies, the General Provisions and Tax Procedures Law as amended, Law Number 7 of 2021 on the Harmonization of Tax Regulations, and Minister of Finance Regulation Number 61 of 2023. The study finds that corporate losses do not extinguish tax debts that have already arisen. The company remains the primary liable taxpayer. Directors are not personally liable merely because the company suffers losses; personal liability requires fault or negligence under Article 97 of the Company Law. Shareholders are likewise protected by limited liability unless the exceptions under Article 3 paragraph (2) are established. Guardianship does not extinguish tax obligations. A guardian performs the tax representation function and may be treated as a tax guarantor for collection purposes under applicable rules, but this does not automatically convert the company’s entire tax debt into the guardian’s personal debt. The novelty of this research lies in integrating separate legal entity, limited liability, piercing the corporate veil, business judgment rule, tax representation, and guardianship into one framework for determining liability for corporate tax debts.]]>
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