Foreign investors can legally hold management and supervisory roles in Indonesian companies. The bottom line is this: every PT PMA must appoint at least one Director and one Commissioner, and foreign nationals are allowed to serve in both positions under Indonesian law. These requirements are governed by Company Law No. 40 of 2007, as amended by Job Creation Law No. 6 of 2023, and they directly affect your licensing, banking, tax compliance, and immigration setup in Indonesia.
As an expert team assisting foreign investors daily, we often see that misunderstandings around Director and Commissioner requirements cause delays in PT PMA registration. This guide clarifies the legal framework, eligibility criteria, appointment process, and practical implications so you can structure your company correctly from the start.
Legal Framework for Directors and Commissioners in a PT PMA
A PT PMA follows Indonesia’s two-tier corporate governance system. The Board of Directors manages the company, while the Board of Commissioners supervises and advises the directors. Both roles are mandatory regardless of company size or industry.
There is no nationality restriction for Directors or Commissioners in a PT PMA. However, regulatory compliance, especially for tax, banking, and OSS licensing, makes the composition of these roles strategically important for foreign-owned companies.
Also read; Does a PT PMA Company Need Indonesian Shareholders and Employees?
Director Requirements for PT PMA Companies
A Director must meet specific legal eligibility standards. You must be at least 18 years old, legally competent, and not declared bankrupt within the last five years. You must also not have been responsible for a company bankruptcy or convicted of financial crimes.
Foreign nationals can serve as Directors, but in practice, at least one resident Director is critical. This resident Director is responsible for signing contracts, opening bank accounts, handling tax filings, and representing the company before Indonesian authorities.
If you actively work in Indonesia as a Director, you must hold a valid KITAS, a work permit sponsored by the company, and an Indonesian tax ID number or NPWP. Without these, daily operations and compliance become difficult or impossible.
Commissioner Requirements for PT PMA Companies
Commissioners are subject to the same eligibility criteria as Directors. You must be at least 18 years old, legally capable, and free from bankruptcy or financial crime history.
Unlike Directors, Commissioners are not required to reside in Indonesia. Foreign Commissioners can remain overseas and do not need a KITAS, as long as they are not involved in daily management. Their role is supervisory, not operational.
If a company appoints more than one Commissioner, they must designate a President Commissioner. Commissioners review financial statements, approve budgets, and provide strategic oversight but must not interfere in day-to-day operations.
Also read: Is PT PMA Suitable for Small & Medium Foreign Businesses in Indonesia?
Appointment Process and Corporate Formalities
Directors and Commissioners are appointed through a General Meeting of Shareholders. The resolution must be recorded in a notarial deed and submitted to the Ministry of Law and Human Rights via the AHU Online system within 30 days.
If your Articles of Association limit foreign appointments, amendments are required and may trigger additional approval or notification. Certain regulated sectors may impose nationality requirements, which must be reviewed before finalizing appointments.
Roles, Responsibilities, and Liability
Directors manage operations, represent the company externally, sign agreements, and ensure regulatory filings are completed. Commissioners supervise management, evaluate performance, and can temporarily suspend Directors pending shareholder approval.
Both Directors and Commissioners can be held jointly liable for company losses caused by negligence. Liability can be avoided if you can prove proper supervision, good faith, and due diligence.
Practical Considerations for Foreign Investors
From our experience, appointing a resident Director early is essential for bank account opening, OSS licensing, and tax registration. Virtual offices are legally accepted for company domicile and often used by foreign-owned companies during early stages.
You should also be aware that certain functional roles, such as human resources director positions, may be restricted for foreigners under manpower regulations.
Also read: Opening Branch Offices Under a PT PMA Company in Indonesia: A Complete Guide
Aligning Legal Structure With PT PMA Registration
Choosing the right Director and Commissioner structure is not just a legal formality. It affects immigration, banking, tax compliance, and long-term risk management. This is why many foreign investors prefer working with a single advisory team that handles company registration, business address, bank account opening, and KITAS arrangements in one integrated process.
At InvestinAsia, we structure PT PMA companies with compliance in mind from day one. Our PT PMA registration service and Special Package combining PT PMA, business address, bank account opening, and KITAS are designed to reduce friction for foreign founders.
You can also explore why many investors choose InvestinAsia for PT PMA registration as a long-term partner rather than a one-off service.
Contact our experts now for FREE consultation!
Frequently Asked Questions
Can a foreigner be the sole Director of a PT PMA?
Yes. Indonesian law allows foreign nationals to serve as Directors. However, having a resident Director is strongly recommended for operational compliance.
Is a KITAS mandatory for all foreign Directors?
A KITAS is required only if the Director actively works in Indonesia. Passive or overseas Directors may not need one, depending on their activities.
Can a foreign Commissioner live outside Indonesia?
Yes. Commissioners are not required to reside in Indonesia and do not need a KITAS if they are not involved in daily operations.
Are Directors and Commissioners personally liable?
They can be held liable for losses caused by negligence, unless they can prove proper supervision and good faith actions.
Is at least one Commissioner mandatory?
Yes. Every PT PMA must appoint at least one Commissioner under Indonesian Company Law.
