Former Management Responsibility as Tax Guarantor of a Company in Indonesia

Abstract

This study examines the legal dispute that arises regarding duties of former management as tax guarantor of corporate tax arrears upon the Minister of Finance Regulation Number 61 of 2023 concerning Procedures for the Implementation of Tax Collection of the Taxpayer Debt Due, particularly Article 9 of paragraph 8. This article provides that where registered management changes or are replaced in a deed of change, tax deduction is implemented in the name of the management appearing in the deed of change and not the former management. This rule poses serious legal issues in that it does so by placing the tax on former management who ultimately have no control or responsibility over management of the corporation. The Research Method This paper employs normative legal research using literature review and legal drafting methods on tax and corporate law. According to the results of the study: (1) The regulations of paragraph 8 of article 9 violate the principle of company law that limited liability principle that the obligation of the company's management is only present as long as the legal authority of the company is still in the hands of the management, (2) Such a provision also violates the principle of justice in tax law by putting the obligation to pay taxes on parties that are legally no longer the legal relationship of company management coordination. 1) The mechanism generates disparity in the rights and obligations of incumbent and former management in tax labyrinth; 3) The establishment of Article 9 paragraph 8 results in legal indetermination of the former management and corporation side. Then ex-management is exposed to tax liability forever and a day, whether they are active or inactive with the company. Accordingly, the one-sided morality in Article 9 paragraph 8 must be repealed.