PENERAPAN NORMA PERBUATAN MELAWAN HUKUM TERHADAP KEPUTUSAN RAPAT UMUM PEMEGANG SAHAM YANG MEMBERHENTIKAN DIREKSI TANPA KESEMPATAN MEMBELA DIRI

Abstract

General Meeting is one of the Organs of a Limited Liability Company that functions as the decision maker and controller of the company. A General Meeting supervise the overall management done by the Board of Directors and Board of Commissioners. If deemed necessary, a General Meeting can dismiss member(s) of the Board of Directors and/or the Board of Commissioners from one’s position. The dismissal of member(s) of the Board of Directors is regulated by the Laws of the Republic of Indonesia Number 40 of 2007 concerning Limited Liability Company, wherein Article 105 section (2) states that the decision to dismiss member(s) of the Board of Directors must only be taken after the right to defend oneself is granted to the said member(s) of the Board of Directors in a General Meeting. The act of a General Meeting that concludes the dismissal of member(s) of the Board of Directors without providing the right to defend oneself is considered as a tort. The research method used is the normative method. The result of this study shows that the tort law based on Article 1365 of the Indonesian Civil Code is correctly applied on the violation of Article 105 section (2) of the Laws of the Republic of Indonesia Number 40 of 2007 concerning Limited Liability Company.