Jurnal Magister Hukum Perspektif

PENERAPAN DOKTRIN ULTRA VIRES PADA PERUSAHAAN DI INDONESIA

2026-05-06T01:44:16+00:00

Provisions regarding the authority of a corporation are set forth in Law No. 40 of 2007 on Limited Liability Companies, which defines the limits of a corporation’s authority in an exhaustive manner; however, the debate regarding the relevance of the ultra vires doctrine in modern legal systems continues, particularly concerning the need to balance legal certainty with business efficiency. An explanation of the concept and scope of the ultra vires doctrine in corporate law—including its legal basis and application—is necessary in Indonesia. The research questions raised are: (1) What is meant by the ultra vires doctrine?; and (2) How are cases related to the ultra vires doctrine resolved? This study employs a normative legal approach using both statutory and case law analyses. The statutory approach utilizes the Company Law (UUPT) and the Civil Code (KUHPerdata), while the case-based approach examines Judgment No. 352/Pdt.G/2021/PNJkt.Pst. The results of the study indicate that (1) the ultra vires doctrine serves as a mechanism to limit a corporation’s authority, ensuring its activities remain consistent with the purposes and objectives outlined in the articles of association, while also providing legal protection for shareholders and third parties engaged in transactions with the corporation; and (2) The case, which was resolved using the ultra vires doctrine, demonstrates that a commissioner of PT. CGI, identified by the initials RAU, can be said to have acted beyond his authority. The judge who examined and decided this case explicitly stated in Decision No. 352/Pdt.G/2021/PN Jkt.Pst that RAU had committed an unlawful act (PMH) under Article 1365 of the Civil Code. However, there is a caveat: exceeding authority or power beyond those limits is considered invalid and not legally binding on the company.

Keywords: : Ultra vires doctrine, Limited Liability Company, Limitation of Authority

KONFLIK NORMATIF UU MINERBA DENGAN OTONOMI DAERAH PASCA 2020: ANALISIS KOMPARATIF DAN MODEL KEWENANGAN KOLABORATIF

2026-04-29T05:12:34+00:00

The centralization of Mining Business License (IUP) issuance authority following Law Number 3 of 2020 and Law Number 11 of 2020 concerning Job Creation has created significant normative conflict with the principle of regional autonomy guaranteed under Article 18 Paragraph (2) of the 1945 Constitution of the Republic of Indonesia. This research analyzes the normative disharmony between the 2020 Mining Law, the Job Creation Law, and the Regional Government Law, as well as its impact on procedural justice in mining governance. Employing normative legal research methodology with statutory, conceptual, and comparative approaches, this study compares mining licensing systems in three countries: Kazakhstan (post-Soviet centralization with transparency reforms), Germany (coordinative federalism with mandatory public participation), and India (federalism with judicial activism). The findings reveal that Indonesia's extreme centralization lacks precedent in the mining licensing systems of developed countries and contradicts global best practices. Kazakhstan demonstrates that centralization can coexist with transparency when supported by digitalization. Germany illustrates the effectiveness of coordinative federalism with mandatory public participation. India exemplifies the strategic role of the judiciary in enforcing indigenous communities' rights through the Free, Prior and Informed Consent (FPIC) principle. This research recommends a collaborative authority model that proportionally integrates central, provincial, and local government authorities, strengthened community participation through FPIC, transparent digital licensing systems, and enhanced judicial oversight through Constitutional Court review of sectoral regulations.

Keywords: Normative Conflict, Regional Autonomy, Mining Business License, Comparative Legal Study, Procedural Justice

REKONSTRUKSI KONSEP KONTRAK HIBRIDA DALAM HUKUM PERDATA INDONESIA: ANALISIS ANTARA FLEKSIBILITAS BISNIS DAN KEPASTIAN HUKUM

2026-04-29T01:32:39+00:00

The development of the digital economy and the complexity of modern business transactions call for more flexible forms of contracts than the traditional ones found in the Civil Code. This phenomenon has given rise to the concept of hybrid contracts, namely agreements that combine several types of contracts into a single legal relationship. The purpose of this study is to analyze the legal basis of hybrid contracts in Indonesian civil law and to propose a conceptual reconstruction aimed at balancing business flexibility and legal certainty. The method employed is normative legal research using legislative, conceptual, and comparative approaches. The findings indicate that the principle of freedom of contract (Article 1338 of the Civil Code) provides legal space for hybrid contracts; however, the absence of clear normative boundaries creates potential uncertainty in legal enforcement. Conceptually, this article develops three reconstructive principles: (1) the principle of functionality, which prioritizes the economic purpose of the contract in interpretation; (2) the principle of proportionality, which limits freedom of contract to prevent structural imbalances; and (3) the principle of adaptive certainty, which demands that legal norms remain clear while remaining responsive to technological developments. Comparatively, the Dutch preponderance test and the “intention of the parties” approach in English common law are adapted as models for Indonesian judges. The findings indicate that the absence of formal interpretation guidelines leads to inconsistencies in case law. This study recommends the establishment of guidelines for interpreting hybrid contracts, minimum standard clauses for platform contracts, and reforms to the Civil Code that accommodate modern contracts as concrete steps toward an adaptive and equitable contract law ecosystem.

Keywords: hybrid contract, civil law, business flexibility, legal certainty, freedom of contract

KARAKTERISTIK DAN FAKTOR SENGKETA DESAIN INDUSTRI DENGAN BENTUK PENYELESAIANNYA

2026-05-05T16:37:45+00:00

Industrial design is a form of intellectual property that is closely linked to people’s lifestyles, as every product created takes into account not only functionality but also user preferences, comfort, and aesthetic appeal. Social, cultural, and technological trends influence the development of industrial design, serving as a source of inspiration for designers in creating relevant and sought-after products. However, the proliferation of these ideas presents challenges for new designers, as there is a risk of designs resembling previous ones. This is often the root cause of disputes with specific characteristics. This study aims to analyze how industrial design characteristics can influence the emergence of factors causing disputes, as well as the factors causing disputes that can be used to determine the most effective form of resolution. This empirical legal study employs an interview approach and the distribution of questionnaires. The results of the discussion indicate that the characteristics of industrial design disputes can influence the identification of the factors causing such disputes, including: the novelty of the protected object; a lack of understanding regarding industrial design; the evidence held by the parties; public awareness; and economic factors. Furthermore, these causal factors influence the selection of dispute resolution mechanisms, which in Indonesia can be pursued through litigation in the Commercial Court or through non-litigation avenues such as mediation, arbitration, and negotiation. Non-litigation resolution is considered more effective for resolving disputes related to business interests and commercial relationships, whereas litigation is more appropriate for disputes requiring legal certainty and the firm enforcement of rights. Understanding the characteristics and factors causing industrial design disputes is crucial in determining a resolution method that is efficient, fair, and provides legal certainty for the parties involved.

Keywords: industrial design, welfare, intellectual property, resolution, legal protection.

REKONSTRUKSI SISTEM PERADILAN PIDANA INDONESIA TRANSFORMASI DARI EFISIENSI PROSEDURAL MENUJU KEADILAN KEMANUSIAAN

2026-05-05T16:56:31+00:00

Reconstruction of the model of Indonesia's criminal justice system in the contemporary era faced with tensions between the efficiency of law enforcement and the protection of human rights. The birth of the new Criminal Procedure Code shows a tendency to strengthen the crime control model paradigm that is oriented towards effectiveness and efficiency, but has the potential to ignore the principle of due process of law. This study uses a normative-critical approach by examining the dynamics of regulations, judicial practices, and modern legal theories. The results of the study show that the mechanistic-legalistic judicial model has not been able to realize substantive justice because it emphasizes formal procedures too much and ignores the humanitarian dimension. Therefore, reconstruction is needed through an integrative-protection justice model that combines the family model approach, protection principles, and integrative legal theory. This model places the law not only as an instrument of enforcement, but also as a means of social recovery and the protection of human dignity. Thus, a balance between legal certainty and substantive justice can be achieved more comprehensively and sustainably.

Keywords: Criminal Justice System, Substantive Justice, Due Process of Law, Crime Control Model, Protection