In a corporation there are share holders, that consist of majority share holder and minority share holder. By theory, position of each share holder are equal. Nevertheless by practice, equal position is difficult to reach. The position of minority share holder often be ignored and often be lost of their importance. The law protection in particular for minority share holder toward majority share holder be done by give the particular rights to minority share holder. The one of law protection is existence of derivative right that be named of derivative action, it means minority share holder can propose the sue on behalf corporation. The action of corporation in fulfil share holders right can be done by the principle of majority rule minority protection. This principle means that every corporation action do not allow on purpose or get implication toward minority share holder lost. There are many dishonest action can be done by director in corporation that can be controlled by minority share holder. Some of obligation that have not done by PT. X is giving capital gain, presented general meeting of share holder every year and change basic regulation of PT. X which adjust with the Law Number 1 year 1995 of Limited Corporation. The legal action that can be done by minority share holder toward management of the corporation if in fulfil their rights are not harmonized with basic regulation, is use personal right. Personal right is the right that owned by minority share holder to sue toward the management of the corporation. With this way minority share holder can stand on behalf their self to defend their importance if any corporation action make lost share holder importance