Analisis Yuridis Terhadap Pertanggungjawaban Perdata Perseroan Terbatas Akibat Wanprestasi Perjanjian Kerjasama (Studi Putusan Nomor 15/PDT.G/2025/PN SKT)

Abstract

A Limited Liability Company as a legal entity possesses independent legal personality, separate from its directors, commissioners, and shareholders. Consequently, civil liability arising from contractual relationships should, in principle, be imposed upon the company rather than its corporate organs. This study examines the implementation of the separate legal entity principle in determining civil liability for breach of a cooperation agreement as reflected in Decision Number 15/Pdt.G/2025/PN Skt. Employing normative legal research with statutory, conceptual, and case approaches, this research analyzes the consistency between the court's legal reasoning and the provisions of the Indonesian Company Law and the Civil Code. The findings indicate that the panel of judges correctly recognized the Limited Liability Company as the legal subject responsible for contractual obligations. Nevertheless, the court's reasoning remains incomplete because it does not explicitly examine the limits of the directors' authority under Articles 92, 97, and 98 of Law Number 40 of 2007 concerning Limited Liability Companies. Consequently, although the decision reinforces legal certainty in contractual relations involving corporations, it also raises concerns regarding potential misinterpretation that any contract signed by a director automatically binds the company without examining the director's authority.