LEGAL ACCOUNTABILITY OF A SOLE DIRECTOR IN MICRO AND SMALL LIMITED LIABILITY COMPANY

Submitted: 27 February 2022, Revised: 04 March 2022, Accepted: 15 March 2022 Abstract. There is a need to investigate the regulation of legal accountability of a Sole Director who is also the founder of the company in a micro and small Limited Liability company based on Article 153 letter J of the Job Creation Law, because of the possibility of an ill-intentioned Director trying to protect his/her personal assets and assuming liability only for the shares he owns. Based on the aforementioned background, the problems in this study can be formulated as follow: 1. How is the accountability of a Sole Directors in a micro or small Limited Liability company regulated? and 2. What is the form of legal accountability for the sole Director in a micro and small Limited Liability company? The type of legal research used in this study is normative juridical research. The form of legal liability of a Sole Director in a micro or small Limited Liability company is closely linked to the principle of limited liability of the Board of Directors. If the requirement of having 2 (two) persons is not met, it will result in the limited accountability of the Limited Liability company becoming unlimited accountability. Unlimited accountability means that all legal actions and losses of the Limited Liability company become the personal liability of the founder or shareholder.

With these derivative regulations, it is expected that the entry of foreign capital into the country is accelerated, in order to help Indonesian economy. It should be noted that the Job Creation Law is classified into 12 clusters and as many as 79 laws are synchronized in one law. One of them is in relation to license, in an effort to simplify the licensing process.
In addition, the increasing amount of unemployment in Indonesia has also made the government accelerate the formulation of the Omnibus Law or the Job Creation Law in mid-2020 so that the investment door can be opened. According to Bryan A Garner's Black Law Dictionary Ninth Edition: "omnibus: relating to or dealing with numerous objects or items at once; including many things or having various purposes", meaning relating to or dealing with various objects or items at once; including many things or having multiple purposes. It can be said that the concept of omnibus law is a catch-all and comprehensive rule, bound to only one regulatory regime (Kristiyanto, 2020).
The Draft of Job Creation Law was initially rolled out for the purpose of simplifying the existing rules in Indonesia, especially those that inhibit the influx of investment into the country. Investment is the placement of money or funds with the hope of obtaining gain or profit on the money or funds (Busroh, 2017). Investment is also defined as a commitment to an amount of funds or other resources made at the present time, with the aim of obtaining profits in the future.
The cluster concerning simplification in conducting a business has attracted a lot of attention due to the inclusion of new provisions regarding the establishment of Limited Liability companies (Dammann & Schündeln, 2012); (Wang, Sun, & OuYang, 2018 The establishment of a legal Limited Liability company for micro and small businesses is also directly supervised by the ministry through the Legal Entity Administration System, which is an electronic information technology service for the Company organized by the Directorate General of General Legal Administration; b. Second, whether the shareholder concerned, either directly or indirectly, in bad faith uses the Company for personal gain. This second provision is very subjective, considering that the decisions of the Board of Directors are also the decisions of the shareholders, as these are made by the same individual. It is very difficult to know whether the intention of the shareholder is good or bad because there is no company organ that internally oversees in the Limited Liability company of micro and small businesses. In management of a company, a bad faith in using the company for personal gain is contrary to the principle of fiduciary duty. In this principle, there is a value of trust that must be maintained and upheld. In implementing the principle of fiduciary duty, a Board of Directors must carry out its duties in good faith so as not to harm other parties; c. Third, whether the shareholder concerned is involved in unlawful acts committed by the Company. The presence of only one person who is a shareholder in the company makes the company susceptible to committing an act against the law. The Director, who is also the shareholder, can take actions that are outside his authority or take actions that are within his authority but not in accordance with the aims and objectives of the company. If this happens, the principle of piercing the corporate veil can apply, so that the shareholder, who is also the Director, is accountable for his unlawful acts and is no longer liable only to the extent of the shares owned; d. Fourth, whether the shareholder concerned, either directly or indirectly, illegally use the Company's assets, which results in the Company's assets being insufficient to pay off the Company's debts. In a company, in order to increase the company's income, in general the company will try to increase capital by borrowing from a creditor. But in the business world, profit and loss is not unusual. On the other hand, it should be noted that, in borrowing capital for the company, the company's ability to pay must be taken into account. In general, misuse of company assets often occurs. This will become a problem when the company commits acts against the law and causes losses to other parties, while the shareholder who is also a Director takes refuge from the limited liability of shareholders in terms of paying debts to creditors. Moreover, in a Limited Liability company for micro and small businesses, there is only one single shareholder who also serves as the Board of Directors in controlling the company and entering into agreements. "Everyone is accountable not only for losses caused by his actions, but also for losses caused by negligence or carelessness." In general, in the civil law, legal sanctions can take the form of an obligation to meet a certain performance (obligation) as well as the loss of a legal state, followed by the creation of a new legal state. Legal accountability in the field of civil law is a legal accountability based on civil relationship between the legal subjects. In the general management of the company, there are at least three interests that must be considered, i.e.: a. The company's interest; b. The interests of the company's shareholders, especially minority shareholders; and c. The interests of third parties that are legally related to the company, in particular the interests of the company's creditors.
As with other violations of the law,