Lawsuit Dismissed! Why a Commissioner Cannot Sign a Tax Litigation Power of Attorney?

Tax Litigation Analysis: Formal Defects and the Invalidity of Commissioner-Signed Mandates (PT KSM)

The formal examination in Tax Court proceedings serves as the primary gateway before addressing the merits of a case. Based on the Tax Court Decision Number PUT-004479.99/2024/PP/M.VIA Year 2024, PT Kalindo Sirtu Makmur (KSM) faced the dismissal of its lawsuit due to a formal defect in the legality of the grantor of the power of attorney. This crucial issue centers on the Board of Commissioners' exercise of mandates that exceed their supervisory authority as stipulated in Law Number 40 of 2007 concerning Limited Liability Companies (Company Law).

The Conflict: Board of Commissioners vs. Board of Directors Authority

The core conflict arose when KSM filed a lawsuit against the rejection of the cancellation of a PPh 21 tax assessment. However, the Defendant (Directorate General of Taxes) raised an exception, noting that the lawsuit and the special power of attorney were signed by an individual listed as the President Commissioner, not a Director, in the corporate deed. While the Plaintiff argued that such an action was part of management, they failed to prove urgent circumstances or specific articles of association provisions that would allow a Commissioner to represent the company legally.

Judicial Opinion: Attributive Authority and "Error in Persona"

The Panel of Judges provided a firm legal opinion that, pursuant to Articles 92 and 98 of the Company Law, the Board of Directors holds the attributive authority to represent the company inside and outside the court. The Board of Commissioners only possesses supervisory authority and cannot grant power for legal remedies unless there is a deadlock or temporary suspension of all Directors, which must be legally proven. Since Mr. Johansen Judi Jong signed the power of attorney as a Commissioner, the legal subject granting the power was deemed invalid (error in persona).

Implications: The Necessity of Administrative Accuracy

This decision emphasizes the necessity of administrative accuracy for Taxpayers pursuing litigation. The implication of this ruling is the loss of the Taxpayer's opportunity to defend their material arguments solely due to administrative errors in appointing the signatory of legal documents. This judgment serves as a stern reminder for every corporation to ensure that every special power of attorney must be signed by an authorized member of the Board of Directors in accordance with the Articles of Association and the Company Law.