Choosing the right company director is one of the most important decisions for any business operating in Indonesia. Whether you’re setting up a local PT, expanding as a foreign investor through a PT PMA, or restructuring your existing board, understanding who qualifies — legally and practically — to become a director is essential.
Indonesia’s Company Law sets clear rules on eligibility, duties, and liabilities, while immigration and licensing regulations add extra layers for foreign nationals. But beyond the legal text, the everyday reality of banking, tax administration, and compliance often determines who can effectively serve as a director.
This 2025 guide breaks everything down in a way that founders, investors, and business owners can easily understand.
Quick Answer: Who Can Be a Director in Indonesia?
Under Indonesian Company Law (UU No. 40/2007), a company director must be a natural person, must be legally capable of performing legal acts, and must not have been declared bankrupt. Directors are appointed and dismissed by the General Meeting of Shareholders (RUPS) and their appointment must be documented through a notarial deed and registered with the Ministry of Law and Human Rights (AHU).
Foreign nationals can serve as directors in both PT and PT PMA companies, but they must comply with immigration rules (KITAS/IMTA or Investor KITAS/KITAP) and, in many cases, the company still needs at least one resident Indonesia-based authorized person for operational purposes like banking and licensing.
Understanding What the Law Says About Directors
Directors Must Be Natural Persons with Legal Capacity
The starting point comes directly from the Company Law. The law is clear: directors must be individuals (not another company), and they must be legally capable of taking legal actions. In practical terms, this means they cannot be under guardianship, declared legally incapacitated, or otherwise restricted from entering into legal agreements.
One of the most notable disqualifications is bankruptcy. Individuals who have been declared bankrupt by an Indonesian court are considered incapable under the law and cannot legally serve as directors unless specific rehabilitative legal steps have been taken. This rule reflects Indonesia’s strong emphasis on protecting creditors and ensuring that company leadership remains responsible and financially trustworthy.
Appointment, Term, and Removal Must Follow Formal Procedures
Appointments and terminations of directors must be approved by the shareholders in a RUPS meeting. This decision must be converted into a notarial deed and filed electronically through the AHU Online system.
In practice, many companies fail to update AHU after replacing a director — resulting in bank access issues, blocked licensing renewals, and disputes when signing important documents. For compliance and corporate governance, updating the director list in AHU is not optional; it is legally required.
Can Foreigners Be Company Directors in Indonesia?
A common question among foreign investors is whether non-Indonesians can hold directorship positions in local companies. The answer is yes — but there are important considerations.
Foreigners Are Legally Allowed to Be Directors
Indonesia does not restrict directorships by nationality in general corporate law. PT PMA structures in particular expect foreign directors and commissioners to be part of the leadership team.
However, certain regulated sectors impose stricter rules. Banks, insurance companies, and financial institutions regulated by OJK may require a certain number of Indonesian citizens in director or commissioner roles. Telecom, natural resources, and defense sectors may also impose nationality or residency requirements depending on the permit.
Before appointing a foreign director, companies should always check relevant industry regulations to avoid rejection during licensing applications or compliance audits.
Immigration Status Is the Practical Gatekeeper
To legally work and manage a business in Indonesia, foreign directors typically need:
- A working KITAS (through RPTKA → IMTA process), or
- An Investor KITAS / Investor KITAP (for shareholders who actively manage the company).
Investor KITAS has become popular because shareholders may qualify without needing a traditional work permit, depending on their investment size.
Without the correct immigration status, a foreign director may be listed legally but cannot perform day-to-day operational tasks — a common oversight in new PT PMA setups.
Resident Director vs. Foreign Director: The Real-World Requirement
Even though the law allows foreign directors, banks, notaries, and government portals such as OSS often require at least one Indonesia-resident director who:
- has an Indonesian tax number (NPWP),
can handle local KYC matters, - can physically sign documents when needed, and
- can respond to authorities during inspections or updates.
Many foreign companies discover this only after their applications are rejected or delayed. While the law does not explicitly mandate a resident director, operationally it has become a de facto requirement.
Director Roles, Duties, and Liabilities
Directors Have Broad Powers — and Serious Responsibilities
Under Indonesian Company Law, directors are responsible for managing the company in good faith, with proper care and full responsibility. They represent the company both inside and outside the courtroom, sign agreements, manage assets, and ensure regulatory compliance.
This also means directors can be held personally liable in serious situations, including:
- negligence leading to company losses,
- fraud, embezzlement, or misuse of company resources,
- causing the company to go bankrupt due to mismanagement,
- violating laws or permits that cause damage to the public or state.
Foreign directors are not exempt. Indonesian courts have previously pursued foreign directors in cases involving tax violations, fraud, or criminal negligence.
Business Judgment Rule Protection Exists — But Limited
Indonesia applies a version of the business judgment rule, which protects directors who make business decisions in good faith, with sufficient information, without conflict of interest. However, this protection does not extend to decisions involving unlawful actions, gross negligence, or conflicts of interest.
How to Appoint or Change a Director: The Practical Steps
Appointing or changing a director in Indonesia involves several steps governed by corporate law and administrative procedures.
1. Hold a RUPS Meeting
Shareholders must formally approve the appointment or dismissal of directors.
2. Draft a Notarial Deed
A licensed Indonesian notary converts the RUPS decision into an amended Article of Association (if needed) or a notarial deed of minutes.
3. File the Changes in AHU Online
The notary uploads the documents into AHU for official registration.
4. Update OSS (if required)
Some licensing changes require updates to the company’s OSS profile, especially if the new director is an authorized signer.
5. Update the Bank, Vendors, and Licensing Authorities
Many operational systems require the latest director information; failing to update these can delay transactions.
Common Pitfalls When Choosing Directors
Choosing the wrong director can create long-term operational and legal headaches. Here are the most common practical issues businesses face:
Appointing a Foreign Director Without Proper KITAS
This is one of the most common mistakes. A foreign director without proper immigration status cannot sign official documents, open bank accounts, or engage in daily operations.
Using Nominee Directors
Some businesses appoint nominee directors (local individuals who “lend their name” to the company). This is risky because nominees can abuse their authority, and companies lose legal control. Nominee arrangements are not illegal by default, but they are not recognized as a form of legal protection under Indonesian corporate law.
Failing to Update AHU and OSS
A company may be operating with a director who has already resigned or moved abroad, but still appears in the AHU system. This can block corporate actions like loan applications, NIB amendments, or capital increases.
Ignoring Sector-Specific Rules
Industries such as fintech, hospitals, education, and logistics may have director nationality or qualification requirements. Always verify these before making changes.
FAQ: Common Questions About Directors in Indonesia
- Can a foreigner be a director in Indonesia?
Yes. Both PT and PT PMA companies can appoint foreign directors, provided the director meets immigration requirements. - Does a director need to live in Indonesia?
Not legally — but in practice, many banks and licensing authorities require at least one resident director for administrative and compliance reasons. - Can a bankrupt person be a director?
No. Individuals who have been declared bankrupt cannot be appointed as directors unless rehabilitated under specific legal processes. - Can a company be a director?
No. Only natural persons are allowed. - Do foreign directors need a KITAS?
Yes, if they are working or actively managing the company. Investor KITAS is a common route for shareholder-directors. - How many directors does a PT or PT PMA need?
Legally, at least one director. Larger companies or regulated industries may require more. - Who appoints directors?
Directors are appointed and dismissed by the shareholders through a RUPS. - Can a director be held personally liable?
Yes, especially if they commit unlawful actions, fraud, or gross negligence.
Conclusion
Directorship in Indonesia is more than just a title — it is a legally powerful and heavily regulated role that requires a full understanding of Indonesia’s corporate, immigration, and operational landscape.
Indonesian law sets clear eligibility requirements, but real-world business needs add additional layers, especially for foreign investors. Ensuring the right person is appointed — and that all filings, KITAS, and administrative steps are correctly handled — is essential for protecting your company’s governance and avoiding compliance issues.
Need Help Setting Up or Appointing Directors in a PT or PT PMA?
CPT Corporate specializes in guiding foreign and local businesses through company formation, director appointments, immigration compliance, and AHU/OSS updates. If you need expert support to navigate Indonesia’s corporate regulations safely and efficiently, our team is ready to help you start or scale smoothly.
