T The board of directors, as a corporate organ in carrying out its management function, is required to exercise due regard for every circumstance affecting the company with an appropriate standard of care as a manifestation of the duty of care principle, particularly in managing the company’s debt payment obligations. under indonesian bankruptcy law, corporate bankruptcy is not always caused by the company’s inability to pay; rather, it may also result from the negligence of the board of directors in discharging its duty of care. commercial court decision number 2/pdt.sus-pailit/2024/pn niaga smg indicates that the board of directors neglected the payment of debts, resulting in the company being declared bankrupt, despite the fact that the company essentially remained capable of fulfilling its obligations. this research aims to analyze whether the board of directors’ omission in paying debts, which resulted in the company being declared bankrupt, constitutes an act or omission that breaches the duty of care, and to examine the forms of legal liability that may be imposed upon the board of directors. this research employs a descriptive normative legal research method using secondary data, which are analyzed qualitatively, with conclusions drawn through a deductive approach. the findings indicate that the actions of the board of directors constitute a breach of the duty of care as stipulated under article 97 paragraph (2) of the company law. furthermore, the actions of the board of directors also satisfy the elements of a tortious act (unlawful act), thereby entitling the injured party, namely the shareholders, to file a civil claim against the board of directors pursuant to article 61 paragraph (1) of the company law in conjunction with article 1365 and article 1366 of the indonesian civil code. article 104 paragraph (2) of the company law also provides for the possibility of the personal liability of the board of directors where the company’s bankruptcy estate is insufficient to satisfy all of its obligations.