Legal Effect of the Absence (Afwezigheid) of Commissioners on Decisions Taken in the GMS of Limited Liability Companies

Abstract

Commissioners have a strategic role in supervising and providing advice to the board of directors in accordance with the principles of good corporate governance. The absence of commissioners in strategic decision-making can affect the validity of company decisions, as regulated in Law Number 40 of 2007 concerning Limited Liability Companies. This study aims to analyze the legal implications of the absence of commissioners, which indicate a failure to achieve a quorum and hinder the company's strategic decision-making process, such as extending the term of office of the mangent unnil the lignidatice The ree res of the study emphasize the importance of the active presence of commissioners in maintaining the effectiveness of supervision, managerial accountability, and company stability. In addition, legal mechanisms can serve as a solution to overcome deadlocks in decision-making that arise from the absence of commissioners. This study found that the absence of commissioners can result in a lack of control for the board of directors, increased risk of conflicts of interest, decreased quality of strategic decisions, and loss of investors' confidence. Therefore, the company needs to ensure that the commissioners carry out their supervisory duties effectively and actively participate in strategic decision-making.