PERBUATAN MELAWAN HUKUM DALAM PENYELENGGARAAN RUPS BERDASARKAN PUTUSAN MAHKAMAH AGUNG NOMOR 4050 K/PDT/2024

Abstract

This study attempts to examine how the concept of Unlawful Acts (PMH) in Article 1365 of the Civil Code is applied to the case of holding a General Meeting of Shareholders (GMS) that took place with procedural violations, with the focus of the study on Supreme Court Decision Number 4050 K/Pdt/2024. The problem began with the actions of company organs that held a GMS without a valid summons process, as well as the use of a notarial deed that did not reflect the factual conditions, thus giving rise to a violation of the fundamental rights of shareholders. Through a normative juridical approach that combines analysis of regulations, legal doctrine, and court decisions, this study evaluates whether the elements of PMH have been fulfilled in the case. The research findings indicate that the Supreme Court concluded that all elements of PMH—namely unlawful acts, the element of fault, the occurrence of losses, and the existence of a causal relationship—were fulfilled by the actions of the Defendants. The court emphasized that procedural violations in holding a GMS are not merely administrative irregularities, but rather substantive violations that directly impact the protection of shareholder rights and are subject to civil liability. Therefore, this decision emphasizes the importance of complying with the provisions of the Limited Liability Company Law and confirms the legal basis that a GMS held without meeting the legal requirements can be classified as an unlawful act.