The Responsibilities Of Minority Shareholders When A Company Goes Bankrupt

Abstract

This study is motivated by the need to clarify the liability of minority shareholders when a limited liability company experiences bankruptcy, within the framework of the limited liability principle and the doctrine of asset separation between the company and the personal assets of its shareholders. The bankruptcy of a company often places minority shareholders in the most vulnerable position, because they bear investment losses without having sufficient control over decisions that lead to insolvency. The purpose of this research is to analyze the legal status and scope of liability of minority shareholders, to identify the problems arising from the application of the limited liability principle and the doctrine of piercing the corporate veil in bankruptcy, and to formulate legal remedies and protection measures that can be implemented based on the Company Law and the Bankruptcy Law. The research method used is a normative juridical approach with statutory and conceptual perspectives, relying on primary and secondary legal materials that are analyzed qualitatively. The findings indicate that, normatively, the liability of minority shareholders remains limited to the value of the shares they have paid up; however, effective protection requires the utilization of minority rights under the Company Law, the strengthening of litigation and supervisory mechanisms in bankruptcy proceedings, and the selective application of the piercing the corporate veil doctrine only to parties that genuinely abuse the corporate form.