ANCAMAN TANGGUNG RENTENG: PERTANGGUNGJAWABAN DEWAN KOMISARIS DALAM KEPAILITAN PT BERDASARKAN UNDANG-UNDANG PERSEROAN TERBATAS

Abstract

This research analyzes the joint and several liability of the Board of Commissioners in the bankruptcy of Limited Liability Companies under Law No. 40 of 2007 on Limited Liability Companies. The Board of Commissioners primarily serves as a supervisory body providing advice to the Directors without direct involvement in operational management. However, negligence in carrying out supervisory duties may result in serious legal consequences, including personal liability for corporate losses and even extending to personal assets through the doctrine of piercing the corporate veil. This study employs a normative legal method with statutory and conceptual approaches, and is descriptive-analytical in nature. The findings indicate that joint and several liability arises when there is proven actual loss, supervisory negligence, causal relation, and absence of valid defenses. The reverse burden of proof allows commissioners to demonstrate good faith, prudence, and absence of self-interest. Thus, the regulation balances legal accountability with commissioner protection, while promoting the principles of fiduciary duty and good corporate governance.