PERLINDUNGAN HUKUM TERHADAP DIREKSI SEKALIGUS PEMEGANG SAHAM MINORITAS DALAM PEMBERHENTIAN TANPA PROSEDUR

Abstract

Article 105 paragraphs (1) and (2) of the Indonesian Company Law provides that members of the Board of Directors may be dismissed based on a resolution of the General Meeting of Shareholders (GMS), with the reasons for dismissal stated, and that the decision must be made after the relevant director has been given an opportunity to defend himself or herself at the GMS, unless the director concerned does not object to the dismissal. However, in practice, cases still arise involving the dismissal of directors who also hold minority shares without providing the reasons for dismissal and without giving them an opportunity to defend themselves. This research examines two issues: first, how the dismissal of directors who are also minority shareholders in a limited liability company is regulated; and second, how legal protection is provided to directors who are also minority shareholders when dismissed without being given an opportunity to defend themselves at the GMS. The theories employed are the legal protection theory of Philipus M. Hadjon and the Good Corporate Governance theory of Adrian Sutedi. This research employs a normative juridical method based on library research and secondary legal materials consisting of primary, secondary, and tertiary legal sources. The research approaches include statutory, case, conceptual, and analytical approaches. Legal materials were collected by identifying and inventorying applicable laws and regulations, books, journals, and other relevant legal sources. The analysis was conducted using systematic and grammatical interpretation as well as analogical legal construction. The results show that the dismissal of directors who are also minority shareholders is regulated under the Indonesian Company Law through the authority of the GMS, which remains subject to dismissal procedures, the right to defend oneself, and the rights of minority shareholders. From the perspective of Good Corporate Governance, dismissal must adhere to the principles of fairness, transparency, accountability, responsibility, and independency. Legal protection is available preventively through compliance with dismissal procedures and the right to defend oneself, and repressively through objection and legal action mechanisms. However, judicial practice indicates that such protection has not been fully effective, as the formal validity of GMS resolutions may take precedence over the fulfillment of the right to defend oneself and the interests of directors who also hold minority shares.