Partnership Company as a legal intitution (rechtpersoon/legal person) is a limited Partnership under private law (Law number 40, 2007 about Limited Partnership). However, based on the source of capital which comes form separable national wealth, it is under public law (Law number 17, 2003 about National Finance). The main goal of a Partnership Company of State-Owned Enterprise is doing business to get profit. Business means risk, does not always gain profit but also loss. A problem rises when business decision made by management leads to financial loss; which law should work (public or private), how is the concept of separable national wealth on the capital of Partnership Company, does the loss of the company become the loss of the country, how is the concept of management’s responsibility. One of the goals of a country to be manifested is to boost the public prosperity. In the frame of attaining the goal, the government has the obligation to create the national economic development through State-Owned Enterprises (SOEs) by involving national capital in the SOEs. SOEs comprises Public Corporate (Perum) and Partnership Company (Persero). The involvement of the national capital in Partner Company is implemented by the government by providing funds from APBN which are separable national wealth, and then is based on the mechanism of rules valid in the law of corporation. The separable national wealth when deposited , at that time, becomes the capital of the Partnership Company of SOEs and is not part of national wealth anymore. The country, in this case, acts as investor and stakeholder. The national wealth is the pieces of share itself. The financial loss of a Partnership Company is not indeed the loss of the country. The position of government in Partnership Company cannot be said to represent the country as the public corporate body. It is because when the government as the public corporate body decides to involve its capital in Partnership Company of SOEs, at that time the immunity of public and the government is missing and has no legal relation to the national finance which has changed into shares. The defense made by the management of Partnership Company of SOEs, who can perform duties by GCG, in good faith, in duty of care and in duty of loyalty, when having the financial loss in its business transaction, can be done through the doctrine of business judgment rule which is strictly accommodated in UUPT.

08E00410