<![CDATA[The principle of limited liability in a corporation serves as the basis for limiting the liability of corporate organs, namely the General Meeting of Shareholders (GMS), Board of Directors, and Board of Commissioners, for losses incurred by the corporation. However, ultra vires acts committed or tolerated by the Board of Commissioners may result in violations of Corporate Social Responsibility (CSR) obligations, causing social and environmental harm. This study aims to analyze and reposition the legal liability of the Board of Commissioners for ultra vires acts that result in CSR violations within the framework of corporate law reform. This study employs a normative juridical method using conceptual and comparative approaches and examines the interrelationship among the doctrines of fiduciary duty, ultra vires, piercing the corporate veil, and the development of the concept of personal liability of commissioners. The findings indicate that positive law continues to treat CSR primarily as a corporate obligation, thereby creating an accountability gap when violations arise from acts of commissioners that exceed their authority. Repositioning the liability of commissioners is therefore necessary through a broader interpretation of fiduciary duty and the selective application of the piercing the corporate veil doctrine. Such an approach is expected to strengthen commissioner accountability, prevent ultra vires acts, and promote the protection of public interests in the implementation of CSR.]]>
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