Analisis Yuridis Mengenai Pemberian Kuasa Direksi Perseroan Terbatas Kepada Komisaris Dalam Meminjam Kredit Pada PT. Bank Mestika Dharma Medan

Abstract

Incorporated firm which has obtained the status of legal entity constitutes one of legal subjects in the civil law. As a legal subject, the incorporated firm can do legal act. In order to do legal act in the legal operation, a corporation has organs which will realize its intention. The organs in an incorporated firm consist of General Shareholders’ Meeting, Director, and Board of Commissioners. Each organ has its own function and authority as it is stipulated in legal provisions and in statutes. Of all the organs, the Director is the person who has the right to manage and to represent the firm both inside and outside the Court. If the Director cannot represent the corporation, he can authorize someone else to represent the firm in doing some legal acts. However, in Law No.40/2007 on incorporated firm, there is no article which states that a director can authorize the commissioner. But how about Law No.40/2007 on incorporated firm regulates the giving of authority by the director to the commissioner in borrowing an amount of money from the bank, how about the legal consequence concerning the giving of authority, and why the Bank accepts the proxy letter in getting the loan. This research is a legal normative method which used normative approach by considering the principles of a corporation which are stipulated in legal provisions on incorporated firm. The data were obtained from the literature materials and interviews in order to support the data which were collected by using library research technique and analyzed by using qualitative analysis. Based on the results of the research, it can be seen that the Director cannot give the authority to the commissioner because the latter does not fulfill the criteria as a corporation’s employee. Therefore, the giving of authority to the commissioner does not affect the legal consequence since the commissioner does not have the authority to act for the director. The Bank’s consideration giving the loan to the incorporated firm which uses the proxy letter is because the director’s authority is given to the commissioner not as a commissioner but personally. Besides that, the firm has fulfilled the criteria as the client-to-be which is deserved to get the loan based on the investigation by the Bank.