ABSTRACT

Indonesian Company Law grants members of the Board of Directors the right to be given an opportunity to defend themselves at the GMS before being dismissed. Any change in the composition of the Board of Directors or Board of Commissioners that disregards this right constitutes an unlawful act. This study aims to examine the legal consequences arising when members of the Board of Directors and the Board of Commissioners are not given the opportunity to present their defense at the GMS prior to dismissal, as well as to explain the responsibilities of a notary in safeguarding the right of such members to be heard during the GMS. This research is a normative legal study employing statutory approach and case approach. Failure to provide members of the Board of Directors or Board of Commissioners the opportunity to defend themselves prior to dismissal renders the resolution legally defective and may result in the nullification of related notarial deeds, including minutes of the GMS, deeds of meeting resolutions, or circular resolutions. Such dismissals, when not in accordance with the company’s articles of association and the Company Law, constitute unlawful acts under Article 1365 of the Civil Code, giving the affected individuals the right to claim damages. Notaries play a preventive role by ensuring that dismissal resolutions comply with legal requirements and the company’s articles of association. This includes advising parties on the obligation to grant a right to be heard and ensuring such procedural safeguards are properly documented, including prior notice and written evidence of defense submissions or attendance. If a notarial deed based on an unlawful resolution is declared null and void by a court, the notary may incur civil liability and be required to compensate the injured party for losses, including costs, damages, and interest. 

KEYWORDS: Notary, General Meeting of Shareholders, Tort.