Abstract

This academic article provides a comprehensive analysis of the legal liability faced by directors who violate reserved matter clauses in a company's articles of association. The study primarily focuses on the provisions stipulated under the Law No. 40 of 2007 regarding Limited Liability Companies. Directors, as authorized representatives of the company, wield substantial powers. However, the authority of the Board of Directors may be restricted in cases where specific matters are designated as reserved matters. These reserved matters, if violated, can lead to potential lawsuits filed by shareholders or third parties. Using a normative juridical approach, this research investigates the liability incurred by directors who exceed their authorized scope by contravening reserved matter provisions. It thoroughly examines the legal framework established by the Law No. 40 of 2007 and scrutinizes the relevant clauses within a company's articles of association. The article highlights the potential consequences that directors may face for violating reserved matter provisions. It emphasizes the crucial role of directors in ensuring compliance with the authorized limits prescribed by both law and the company's articles of association. By understanding the legal implications of such violations, directors and stakeholders can effectively mitigate risks and uphold the integrity and stability of limited liability companies. The findings of this analysis contribute to a better understanding of the legal responsibilities of directors and the importance of their adherence to reserved matter provisions. It serves as a valuable resource for legal practitioners, academics, and corporate professionals seeking insights into the legal framework surrounding the liability of directors in limited liability companies.

Keywords