The enactment of Law No. 1 of 2023 on the Criminal Code (“New Criminal Code”) has brought fundamental changes to Indonesia’s criminal law system. One of the most significant changes is the recognition of corporations as subjects of criminal law. Whereas previously Indonesian criminal law was oriented towards individual/personal liability, the New Criminal Code explicitly adopts the paradigm that legal entities or corporations can be held criminally liable for acts committed within the scope of their business activities. So how will corporations be held criminally liable under the New Criminal Code?
| Wetboek van Strafrecht
(“Old Criminal Code”) |
New Criminal Code |
| Criminal provisions in Indonesian legislation apply to anyone who commits a
criminal act in Indonesia [Article 2] |
Corporations are subjects of criminal acts.
[Article 45 paragraph (1)] Every person is an individual, including corporations. [Article 146] |
Based on the above comparison, there has been a significant paradigm shift in Indonesian criminal law. The old Criminal Code, through Article 2, essentially stipulates that criminal provisions apply to “every person” who commits a criminal act within Indonesian territory, which in practice and normative construction is interpreted more as an individual, so that corporations are not explicitly recognized as subjects of criminal law. In contrast, the new Criminal Code, through Article 146, regulates the definition of “every person” and articles that explicitly mention corporations as subjects of criminal acts, thereby recognizing that in addition to individuals, corporations can also be held criminally liable.
Historically, before the enactment of the New Criminal Code, regulations regarding corporate criminal liability were already known, but they were sectoral in nature and scattered across various laws outside the Criminal Code, such as the Corruption Crime Law, the Environmental Protection and Management Law, the Money Laundering Crime Law, the Business Competition Law, and the Consumer Protection Law. With the integration of these regulations into the New Criminal Code, there has been a systemic strengthening that provides certainty and consistency in the corporate criminal liability regime.
The new Criminal Code serves as lex generalis, providing a general framework for corporate criminal liability. Meanwhile, various sectoral laws remain in force as lex specialis, regulating in more detail the types of criminal offenses, elements of fault, and forms of sanctions that can be imposed on corporations in accordance with the characteristics of each field.
Normatively, Article 45 of the New Criminal Code affirms that corporations are subjects of criminal law that can be held liable and subject to criminal sanctions. Furthermore, the types of corporations as regulated in Article 45 paragraph (2) of the New Criminal Code expand the scope of corporations referred to, including limited liability companies, foundations, cooperatives, state-owned enterprises, regionally-owned enterprises, associations with or without legal entity status, firms, limited partnerships, and/or those deemed equivalent as regulated by law.
Form and Application of Corporate Criminal Liability
Article 46 of the New Criminal Code stipulates that corporate criminal liability arises if a criminal act is committed by a manager who has a functional position in the corporate organizational structure or a person who, based on an employment relationship or other relationship, acts for and on behalf of the corporation or acts in the interests of the corporation. This provision broadens the scope of perpetrators, not limited to formal organs, but also includes parties who actually carry out corporate functions.
Furthermore, Article 47 of the New Criminal Code emphasizes that the person giving the order, the beneficial owner, or the controlling party, even if they are outside the structure, can also be declared as perpetrators of corporate crimes. With this construction, the New Criminal Code not only focuses on the direct perpetrators, but also on parties who have control and decisive influence over corporate policies and actions. From a doctrinal perspective, the New Criminal Code places greater emphasis on the dimension of criminal acts (actus reus), while the element of corporate fault (mens rea) is constructed through the actions, policies, or negligence of corporate organs. Such fault can be reflected in a failure to exercise supervisory functions, the establishment of unlawful policies, or the acquiescence to criminal acts.
Based on Article 48 of the New Criminal Code, a corporation can be held criminally liable if the acts described above benefit the corporation legally, and the corporation does not take preventive measures and/or allows criminal acts to occur. This formulation shows a shift from the doctrine of vicarious liability, which solely imposes liability on individual managers. With the New Criminal Code, corporations can also be held criminally liable.
The forms and details related to criminal penalties for corporations are outlined in the following table:
| Shape | Principal Punishment | Additional Punishment |
| Type | Denda |
1. Compensation payments; 2. Reparations for criminal acts; 3. Fulfillment of neglected obligations; 4. Fulfillment of customary obligations; 5. Financing of job training; 6. Confiscation of goods or profits obtained from criminal acts; 7. Announcement of court decisions; 8. Revocation of certain licenses; 9. Permanent prohibition of certain acts; 10. Closure of all or part of a business and/or corporate activities; 11. Freezing of all or part of corporate business activities; and 12. Dissolution of corporations.
|
Example of the application of criminal liability to corporations
- Supreme Court Decision Number 8432 K/Pid.Sus/2025 dated September 15, 2025, which tried a corporate corruption case involving cooking oil. The decision still refers to the Corruption Crime Law as lex specialis, which specifically regulates corporate crimes. In this case, the panel of judges decided to impose criminal liability on the defendants PT Multimas Nabati Asahan, PT Multi Nabati Sulawesi, PT Sinar Alam Permai, PT Wilmar Bioenergi Indonesia, and PT Wilmar Nabati Indonesia, with fines of IDR 1,000,000,000 and an additional penalty in the form of compensation amounting to Rp11,880,351,802,619.00 (eleven trillion eight hundred eighty billion three hundred fifty-one million eight hundred two thousand six hundred nineteen Rupiah). and ordering the seizure and auction of the assets of the Directors as personal controllers if the assets of the Corporation are insufficient;
- Supreme Court Decision Number 3700 K/Pid.Sus-LH/2022 dated August 2, 2022, which adjudicates environmental crimes committed by corporations. That the decision still refers to Law No. 32 of 2009 concerning Environmental Protection and Management as lex specialis, which specifically regulates corporate criminal acts. In this case, the panel of judges decided to impose criminal liability on the defendant PT Nickcrome Indojaya with a fine of IDR 400,000,000 (four hundred million Rupiah);
- Supreme Court Decision Number 1083 K/Pid.Sus/2023 dated April 12, 2023, which tried a criminal case of money laundering. The decision still refers to Law Number 8 of 2010 concerning the Prevention and Eradication of Money Laundering as lex specialis, which specifically regulates corporate crimes. In this case, the panel of judges ruled to reject the cassation petition from the Public Prosecutor and the Defendant PT Maybank Aset Management against the Jakarta High Court Decision Number 36/PID. SUS-TPK/2022/PT.DKI dated October 24, 2022, which found the Defendant PT Maybank Aset Management guilty of money laundering and imposed a fine of Rp1,000,000,000 and compensation of Rp5,706,224,070.60 (five billion seven hundred six million two hundred twenty-four thousand seventy Rupiah).
Risk Management to Prevent Corporate Crime
In facing an increasingly comprehensive corporate criminal liability regime, corporations need to adopt a systematic approach to legal risk management. Steps that can be taken include establishing an effective compliance system, including the development and implementation of a corporate code of conduct, legally-based standard operating procedures, and independent internal monitoring and reporting mechanisms. Strengthening the internal audit function and whistleblowing system is also an important tool for detecting potential violations early on.
In addition, increasing legal awareness among corporate bodies is important to prevent legal violations. Corporations also need to ensure that every business policy and decision has undergone a legal due diligence process to minimize criminal risks. Thus, corporations are not only profit-oriented, but also guided by the principles of prudence and accountability.
Conclusion
The recognition of corporations as subjects of criminal law in the New Criminal Code marks a shift in the Indonesian criminal law paradigm towards a system that is more responsive to the complexity of modern crime. As a consequence, the business world faces increased expectations for accountability, transparency, and good governance.
In this context, a comprehensive understanding of the construction of corporate criminal liability and the implementation of effective legal risk management are determining factors for business sustainability. Corporations that are able to integrate legal compliance into their business strategies not only minimize criminal risk but also strengthen their legitimacy and public trust in the long term.
References
Wetboek van Strafrecht (Criminal Code)
Law Number 1 of 2023 concerning the Criminal Code
Supreme Court Decision Number 3700 K/Pid.Sus-LH/2022 dated August 2, 2022
Supreme Court Decision No. 1083 K/Pid.Sus/2023 dated April 12, 2023
Supreme Court Decision No. 8432 K/Pid.Sus/2025 dated September 15, 2025
Author: Muhamat Yanuar Abidin, S.H.
Editor: Yohana Maranatha, S.H., M.Kn.