The Boundaries of Corporate and Management Liability Under Indonesian Criminal and Company Law

Abstract

Abstract

This study examines the boundaries between corporate liability and management liability under Indonesian law by placing Law Number 1 of 2023 on the Criminal Code (KUHP), as adjusted by Law Number 1 of 2026 on Criminal Adjustment, and Law Number 40 of 2007 on Limited Liability Companies (Company Law) at the centre of the analysis. The research problem arises from two distinct logics of attribution: criminal law determines when conduct by individuals may be attributed to a corporation and when individuals may bear personal criminal liability, whereas company law is structured around separate legal personality, limited liability, fiduciary duties, the business judgment rule, and the exceptional doctrine of piercing the corporate veil. This study employs normative or doctrinal legal research using statutory, conceptual, and case approaches. The case study focuses on Central Jakarta Corruption Court Decision Number 81/Pid.Sus/Tipikor/2018/PN.Jkt.Pst concerning PT Nusa Konstruksi Enjiniring, which is used as a doctrinal stress test for analysing the interaction between corporate attribution and individual culpability under the post-2026 framework. The study finds that the amendment to Article 49 of the Criminal Code clarifies the position of corporations as subjects of liability for corporate offences while maintaining the possibility of liability for functionally positioned managers, persons giving orders, controlling persons, and beneficial owners where the statutory elements of the offence and individual culpability are established. Corporate liability and individual criminal liability require separate but potentially overlapping analyses, allowing for corporate liability, individual liability, cumulative liability, or no criminal liability depending on the applicable legal requirements and evidentiary basis. The Company Law does not displace criminal liability; Article 155 expressly preserves the operation of criminal law. This article proposes a four-stage attribution framework comprising organizational nexus, corporate fault, personal culpability, and governance/company-law review. The model is intended to prevent two opposite errors: allowing the corporate form to become a shield for impunity and imposing automatic director liability merely on the basis of formal office.