Unauthorized transfers of fiduciary collateral in digital commerce: A commercial law analysis of debtor misconduct and third-party protection

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Abstract

This article examines the governance and regulatory challenges arising from the unauthorized transfer of fiduciary collateral in digital commerce, a phenomenon that destabilizes creditor protection, market integrity, and the functional reliability of secured transactions systems. The study addresses the gap between fiduciary security doctrine and high-velocity digital marketplaces. Using a normative juridical method, this research analyses Indonesia’s Law No. 42 of 1999 alongside a qualitative sample of relevant judicial precedents and statutory frameworks, comparing them with the Uniform Commercial Code (UCC) Article 9 and the Personal Property Securities Act 2009 (PPSA). The findings demonstrate that unauthorized transfers constitute direct violations under Article 23(2), yet the limited accessibility of the fiduciary registration system stifles enforcement and increases systemic risk. Unlike prior studies focused on execution procedures, this research identifies the closed registration architecture as a governance deficiency that fosters debtor opportunism. Comparative analysis indicates that transparency-based notice-filing systems reduce informational asymmetry and enhance certainty. This study concludes that strengthening fiduciary protection requires integrating registry accessibility and technology-enabled verification protocols to restore systemic stability within the digital economy.

Keywords: Fiduciary Collateral, Digital Market Governance, Unauthorized Transfer, Secured Transactions, Registry Transparency, Creditor Protection

Authors’ individual contribution: Conceptualization — Y.T.; Methodology — Y.; Validation — A.; Formal Analysis — I.; Investigation — Y.; Resources — A.; Data Curation — Y.T.; Writing — Original Draft — Y.T.; Writing — Review & Editing — Y.; Supervision — Y.T.

Declaration of conflicting interests: The Authors declare that there is no conflict of interest.

JEL Classification: K15, K24, K220

Received: 15.12.2025
Revised: 24.02.2026; 12.03.2026; 04.04.2026
Accepted: 28.04.2026
Published online: 01.05.2026

How to cite this paper: Triana, Y., Iriansyah, Yalid, & Azwar. (2026). Unauthorized transfers of fiduciary collateral in digital commerce: A commercial law analysis of debtor misconduct and third-party protection. Corporate Law & Governance Review, 8(2), 177–189. https://doi.org/10.22495/clgrv8i2p16