PERLINDUNGAN HUKUM PIHAK KETIGA DALAM HAL DIREKSI MELAKUKAN TINDAKAN ULTRA VIRES (Studi Kasus Perjanjian Kerjasama antara PT. Panji Putra Perkasa Cabang Yogyakarta dengan RSUP Dr. Sardjito)

EKA FRIEMNES M.Y.S, Ninik Darmini

2017 | Tesis | S2 Kenotariatan

The purpose of this study is to identify and analyze the legal protection of third parties against directors, who perform the action of Ultra Vires based on cooperation agreement in the form of underhand deed. This study also aims to determine and analyze the form of liability for the actions of Ultra Vires conducted by the directors related to losses that may be experienced by third parties. This is an empirical legal study, which is based on secondary data such the basic norms, basic rules, legislation, books and journals then continued with research on primary data in the field. All data were analyzed with qualitative methods. The results showed the legal protection for third parties against new directors that potentially performing ultra vires based on cooperation agreement in the form of underhand deed can be done by doing potential assessment of potential losses that can be made to prevent subsequent agreements to not contain any ultra vires action. Judging from the weakness of the underhand deed that poses a potential problem, the company needs to start considering to pour any activity of its business activity by notarial deed. Forms of liability for ultra vires acts committed by the Board of Directors concerning losses that may be experienced by third parties, could be: the responsibility of shareholders, responsibilities of commissioners, responsibility of directors, and social and environmental responsibility. The form of liability of the Board of Directors in the event of a proven ultra vires act is to remedy or reinstate the injured third party, which may include ratification and compensation.

ABSTRACT The purpose of this study is to identify and analyze the legal protection of third parties against directors, who perform the action of Ultra Vires based on cooperation agreement in the form of underhand deed. This study also aims to determine and analyze the form of liability for the actions of Ultra Vires conducted by the directors related to losses that may be experienced by third parties. This is an empirical legal study, which is based on secondary data such the basic norms, basic rules, legislation, books and journals then continued with research on primary data in the field. All data were analyzed with qualitative methods. The results showed the legal protection for third parties against new directors that potentially performing ultra vires based on cooperation agreement in the form of underhand deed can be done by doing potential assessment of potential losses that can be made to prevent subsequent agreements to not contain any ultra vires action. Judging from the weakness of the underhand deed that poses a potential problem, the company needs to start considering to pour any activity of its business activity by notarial deed. Forms of liability for ultra vires acts committed by the Board of Directors concerning losses that may be experienced by third parties, could be: the responsibility of shareholders, responsibilities of commissioners, responsibility of directors, and social and environmental responsibility. The form of liability of the Board of Directors in the event of a proven ultra vires act is to remedy or reinstate the injured third party, which may include ratification and compensation.

Kata Kunci : Keywords: Legal protection, Ultra Vires, Cooperation Agreement, Underhand Deed.