Legal Protection for Third Parties in Individual Limited Liability Companies under the Omnibus Law Framework in Indonesia

This research analyzes the legal implications and protections afforded to third parties interacting with Individual Limited Liability Companies (Perseroan Perorangan) as introduced by Article 109 of Law No. 6 of 2023 on Job Creation, which amends provisions of Law No. 40 of 2007 on Limited Liability Companies. The establishment of single-member companies has raised legal concerns, particularly regarding accountability when founders or sole shareholders enter into legal relations involving third parties. This normative legal study employs statutory, comparative, and conceptual approaches using primary, secondary, and tertiary legal materials analyzed descriptively and systematically. The findings reveal that under Indonesia’s one-tier system, individual companies lack internal corporate organs, and therefore, legal responsibility is limited solely to the company’s capital. According to Article 153J paragraph (1) of the amended Company Law, shareholders in micro and small enterprises are not personally liable for obligations incurred by the company and cannot be held accountable for losses beyond their capital contribution. This provision seeks to balance the ease of doing business with legal certainty for third parties entering into contracts with such entities, though it poses challenges in ensuring adequate risk management and creditor protection.