The purpose of this research is to find out the weaknesses of BJR as a reason for eliminating personal criminal liability for Liability Company (PT) directors in making Business Judgment Rule (BJR) that cause losses to PTs in Indonesia and how to reconstruct it based on the value of justice. This study uses a constructivist paradigm, a type of socio-legal research that is descriptive in nature, uses a statutory approach, a conceptual approach, a comparative approach, and a legal system approach, using primary data obtained from interviews and secondary data obtained from primary legal sources. Secondary and tertiary, primary data collection techniques through field studies and secondary data through library research, and using qualitative data analysis. The results of the study show that BJR regulations in Article 97 Paragraph (5) Law 40/2007 as the reason for eliminating the personal criminal responsibility of PT Directors in making business policies that cause losses to PTs in Indonesia in article 97 Paragraph (5) of Law 40/2007 which is not clear whether it is criminal or civil liability and whether it is personal or corporate responsibility; then there is a weakness in legal culture because the understanding of BJR is not evenly distributed and not the same among law enforcers and there is inconsistency in the implementation of good corporate governance in the business world. therefore the legal reconstruction can be done by reconstructing Article 97 Paragraph (5) of Law 40/2007 to “Members of the Board of Directors cannot be held personally liable both civilly and criminally for the losses referred to in paragraph (3) if they can prove: …. etc….” so that legal certainty and justice are contained in the form of non-personal responsibility of the Board of Directors both civilly and criminally, and not corporate criminal responsibility; and developing a new BJR theory that has justice as an excuse for eliminating the personal criminal responsibility of PT Directors in making business policies that cause harm to PTs outside the Criminal Code.