| The Indonesian Parliament is tabling a new Draft Law to replace Law No. 1 of 1995 regarding Limited Liability Companies. Prior to the year 1995, the regulation on Limited Liability Companies was set forth in the Indonesian Commercial Code (KUHD), originating from The Netherlands and had been in effect in Indonesia since 1848. The subsequent paragraphs will describe the liabilities of Shareholders and Directors pursuant to the new Limited Liability Company Draft Law that has been agreed upon in the Parliamentary session. Past court decisions will also supplement the following description since they are still relevant because the content of the provisions has remained unchanged since the coming into effect of the Indonesian Commercial Code (KUHD) subsequently replaced by Law No. 1 of 1995. Several provisions regarding the liabilities of Shareholders and Commissioners under the new Law are also similar to the provisions of Law No. 1 of 1995. Although Indonesia is classified as a “Civil Law” country which does not adopt the “Stare Decisis Doctrine” like the “Common Law”, namely judges are obligated to follow previous decisions in cases of the same facts; as it will be explained in the following description, it is clear that consistency in judge decisions in Indonesia is still necessary to create legal certainty. Court decisions, particularly decisions of the Supreme Court, are necessary to explain the purpose of the Law and consistency in the application of corporate law in Indonesia. The Supreme Court by virtue of its decisions may function as an institution that creates unification, carries our reform and oversees the Courts below it. |