Acquit et de Charge to the Responsibilities of the Management of Limited Liability Companies - Legal Analysis

Sep 10, 2026

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The paper examines the legal effect of acquit et de charge in limited liability companies, where shareholders approve the annual report and release managers and commissioners from accountability for past financial-year actions. It analyzes whether such approval truly eliminates criminal responsibility. Using statutory and conceptual approaches with literature and legislation review, the study concludes that the acquit et de charge principle does not remove criminal liability, as reflected in the Limited Liability Company Law and reinforced through legal protection such as the Business Judgment Rule under prudence and good faith.

LanguageEnglish

CategoryGeneral

FormatPDF

Pages9

Reading Time3 min

AccessFree to download

Introduction

Limited liability company structure and governance

Annual report approval and acquit et de charge

Legal framework and accountability limits

Criminal responsibility despite acquittal

Conditions and protection through Business Judgment Rule

Acquit Et De Charge to the Responsibilities of the Management of Limited Liability Companies Rizka Rahadiyani Aisyah1, Handoyo Prasetyo2, Muhammad Helmi Fahrozi3, Surahmad4 1,2,3,4Faculty of Law, Universitas Pembangunan Nasional “Veteran” Jakarta, Indonesia [rizkaaisyahupn11@gmail.com](rizkaaisyahupn11@gmail.com), [helmifakhrazi@upnvj.ac.id](helmifakhrazi@upnvj.ac.id), [helmifakhrazi@upnvj.ac.id](helmifakhrazi@upnvj.ac.id), [handoyoprasetyo@upnvj.ac.id](handoyoprasetyo@upnvj.ac.id) Abstract The form of a limited liability company is the most widely used form of economic activity today. In the General Meeting of Shareholders, the Managements and Commissioners in realizing the accountability for what they have done in one financial year, are obliged to submit an annual report. With the approval of the annual report responsibilities from the Board of Directors, the Managements gets "acquit et de charge" (release and settlement). This research uses the statutory approach method and the conceptual approach method with data collection by means of literature study, namely studying and systematically analyzing, books, scientific works, and legislation. The result of this research is that the principle of acquit et de charge does not eliminate the Managements from criminal responsibility. This can be seen from Article 155 of the Limited Liability Company Law and there is no guarantee that this principle can free oneself from criminal responsibility against the Board of Directors. However, with the Business Judgment Rule (BJR) as a legal protection which has the condition that as long as the Managements prioritizes the principle of prudence, good faith andfull responsibility. Keywords Acquit et de charge; criminal responsibility; management of a limited liability company I. Introduction The form of a limited liability company is one of the most widely used economic activities. According to W.L.P.A. Molengraff, based on an economic perspective, a company or company is made for all actions that are carried out continuously, acting out to earn income through delivering goods, trading various goods, and making agreements. A Limited Liability Company is established on the basis of an agreement from a group of people who agree to establish/build a Limited Liability Company business entity. The basis for the establishment of a limited liability company is an agreement, so that its establishment cannot be separated from various conditions for the validity of an agreement. (Binoto., 2009, p.5) Based on Article 1 point 2 jo, article 1 number 5 of Law no. 40 of 2007 concerning Limited Liability Companies states that the Company consists of three organs, including: 1. The Board of Commissioners, whose duties are to carry out supervision of various policies regarding management, ongoing management both related to the business of the Company orthe Company and provide advice to the Managements 2. The Managements, is fully responsible and authorized in the management of the Company in accordance with the goals and objectives of the Company and also becomes a representative of the Company, either outside or inside the court in accordance with the provisions of the existing articles of association. General Meeting of Shareholders (GMS) is authorized in which the authority isnot granted by the Board of Commissioners or the Managements with the limits set out in the DOI: [https://doi.org/10.33258/birci.v4i4.3008](https://doi.org/10.33258/birci.v4i4.3008) 9843 articles of association and the Company Law. In his understanding, it means that the Managements is obliged and has great responsibility for the company. Some of the structures in the form of a Limited Liability Company are established by several people who have collaborated both in doing business or doing business, or it can be with family and it can be with other close relatives who are already more acquainted with the person who is invited todo business. The holding of the G

FAQs

What is acquit et de charge in the context of a limited liability company?

It refers to the release and settlement given after the General Meeting of Shareholders approves the annual report, which provides a statement of release and discharge of responsibility for management and commissioners for the financial year.

Does the acquit et de charge principle eliminate managers’ criminal responsibility?

No. The research concludes that the principle does not eliminate managers from criminal responsibility, and no guarantee exists that acquittal frees directors from criminal liability.

How does the Business Judgment Rule relate to legal protection for management?

The Business Judgment Rule is presented as legal protection, but it depends on management prioritizing prudence, good faith, and full responsibility in decision-making.

Sep 10, 2026

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