By Kusnandar & Co,. Attorneys at Law – Jakarta
In today’s fast-evolving business environment,
commercial law plays a critical role far beyond being a mere administrative
tool. It forms the backbone of sustainable, credible, and stable economic
activity. Despite this, many business actors in Indonesia still regard
commercial law as secondary, engaging it only when legal problems arise.
Kusnandar & Co, a Jakarta-based law firm, emphasizes that a strong
commercial legal framework is essential for upholding ethics and legal
certainty across all business operations.
Commercial law governs the relationships between
business entities and encompasses a wide array of legal areas. In Indonesia,
its basis lies primarily in the Civil Code (KUHPer) and Commercial Code (KUHD),
complemented by sector-specific regulations such as Company Law, Trade Law,
Consumer Protection Law, and rules from the Financial Services Authority (OJK)
and Bank Indonesia. This legal domain covers contract law, international sales,
financing and securities, transportation and logistics, bankruptcy procedures,
insurance, and financial instruments. Every legitimate business transaction
requires a solid legal foundation; without it, transactions risk disputes,
financial losses, or regulatory penalties.
At the core of commercial law are contracts, which
define the rights and obligations of involved parties. However, Kusnandar &
Co points out that many Indonesian business contracts are drafted carelessly,
often without legal advice, relying on vague language or mere verbal
agreements. Such contracts lack crucial elements like arbitration clauses,
precise legal terminology, updates reflecting current regulations, or alignment
with actual business practices. These oversights often result in avoidable
legal disputes involving delayed payments, defective goods, confidentiality
breaches, or non-performance, which, if escalated to litigation, can damage
long-standing business relationships and incur significant costs.
To mitigate these conflicts, alternative dispute
resolution methods such as negotiation, mediation, and arbitration should be
prioritized. Indonesia’s National Arbitration Board (BANI) offers a reputable
forum for arbitration, yet its use remains limited due to lack of awareness or
absence of arbitration provisions in contracts.
The rise of digital business models introduces new
challenges for commercial law, with regulatory gaps emerging around issues like
the legal recognition of blockchain-based smart contracts, classification of
digital goods, regulation of cross-border digital payments and
cryptocurrencies, and liability limits for e-commerce platforms. The recently
enacted Personal Data Protection Law adds further complexity by regulating data
collection and processing in commercial transactions. These evolving dynamics
demand continuous adaptation of legal frameworks to maintain fairness and
certainty, especially for MSMEs in the digital sector.
Contrary to the perception of legal compliance as a
costly burden, Kusnandar & Co stresses that it should be embraced as a
strategic risk management tool. Businesses with robust legal compliance gain
greater trust from partners, investors, and regulators, which in turn enhances
their market reputation and long-term value. Modern law firms have evolved into
strategic partners, assisting companies in drafting enforceable contracts,
conducting due diligence for investments and mergers, developing risk
management systems, and providing legal advice that informs executive
decisions. This proactive legal engagement protects companies from future
disputes and supports sustainable growth.
Ultimately, effective commercial law enforcement
reflects a culture of integrity, characterized by honoring contracts,
respecting partner rights, and promoting transparency in transactions.
Neglecting the law not only increases risks of conflict but also weakens
Indonesia’s overall business ecosystem, undermining investor confidence and the
country’s competitiveness on a global scale.
Kusnandar & Co concludes that strengthening
commercial law enforcement is crucial for Indonesia’s economic development.
Business actors must move away from treating law as a “back-office” concern and
instead integrate it into all aspects of business planning and operations.
Legal certainty is not an abstract ideal; it is a vital necessity for fostering
a healthy, ethical, and sustainable business environment in Indonesia.
K&Co - September 12, 2025
No comments:
Post a Comment