Foreign Director in Indonesia: PT PMA Requirements, KITAS and Compliance 2026

Foreign Director in Indonesia: PT PMA Requirements, KITAS and Compliance 2026

A practical guide to valid appointment, board authority, RPTKA exposure, E25B/E28A strategy and post-appointment filings.

Short answer: a foreign national can generally be appointed as a director of an ordinary Indonesian foreign-owned limited liability company (PT PMA). Indonesia’s Company Law does not impose a blanket Indonesian-citizenship or universal resident-director requirement. That answer is only the first layer, however. A valid corporate appointment does not by itself authorize the person to live or work in Indonesia, and it does not guarantee that banks, tax systems, OSS accounts or sector regulators will accept an offshore-only governance model.

Before the appointment, test four matters separately: corporate eligibility, sector-specific restrictions, the activities the individual will actually perform, and the manpower/immigration route supporting those activities. The safest structure is the one in which the deed, AHU record, share register, OSS data, bank mandates, RPTKA position and stay permit all tell the same story.

For founders who want the incorporation and immigration workstreams assessed together, Master Legal Solution provides an integrated PT PMA and Investor KITAS service.

The rule to remember Appointment, work authorization and stay permission are three different legal questions. Solve them in that order, then align the documents.

 

Can a Foreigner Be a Director of a PT PMA?

Yes, as a general company-law proposition. Law No. 40 of 2007 on Limited Liability Companies (the “Company Law”), as amended, requires a director to be a natural person capable of performing legal acts. It does not create a general nationality condition for directors of an ordinary private PT. A foreign individual can therefore be appointed as a director, including president director, subject to the articles of association and any sector-specific rule.

Article 93 of the Company Law disqualifies an individual if, during the previous five years, the person was declared bankrupt, served as a director or commissioner found at fault for a company’s bankruptcy, or was convicted of an offence causing loss to state finances or relating to the financial sector. Regulated industries may add fit-and-proper, experience, domicile or approval requirements. Banking, insurance, payment services, aviation and other supervised sectors should never rely only on the general Company Law.

A corporate shareholder cannot itself sit on the board. Directors and commissioners must be individuals. Foreign corporate investors can own shares, but they must nominate natural persons to the relevant board positions. For the ownership analysis that precedes board design, see MLS’s guide to foreign ownership limits in Indonesia.

How many directors and commissioners are needed?

A standard private PT normally has at least one director and one commissioner. The articles of association may create a larger board and define positions such as president director or president commissioner. Public-interest companies and regulated businesses may be subject to higher minimums, independence requirements or special approval procedures.

Do not add a nominal board member merely to satisfy a template. Every registered director carries statutory responsibility. A person who has no access to records, no control over signatures and no visibility over compliance may still face questions when the company breaches its duties.

Director, Commissioner and Shareholder: Different Legal Roles

Foreign founders often use the titles interchangeably, but Indonesian law assigns them to separate corporate organs. The practical distinction matters for authority, liability and the correct immigration/work-permit analysis.

Role	Core function	Management authority	Typical exposure	Immigration/manpower issue
Shareholder	Provides capital and exercises reserved rights through the GMS	No day-to-day authority merely from share ownership	Capital, voting and disclosure risk	Shareholding may support E28A or an RPTKA exemption only if current thresholds and conditions are satisfied
Director	Manages and represents the company in and outside court	Yes, subject to the articles, GMS resolutions and conflict rules	Personal liability may arise for fault or negligence	E25B is the director work category; E28A may fit a qualifying investor-director
Commissioner	Supervises and advises the board of directors	No ordinary day-to-day management power	Oversight and supervisory liability	Commissioner category and any RPTKA exemption must be tested separately

 

Is a Resident Director Mandatory in Indonesia?

There is no single general Company Law rule saying that every PT PMA must appoint an Indonesian citizen or an Indonesian-resident director. This is where several ranking articles are imprecise: they present operational convention as a universal statutory condition.

That does not mean an offshore-only board is always workable. A locally available authorized officer may be necessary in practice to open and operate bank accounts, complete know-your-customer interviews, sign tax or employment documents, respond to government platforms, deal with notaries and regulators, or act quickly during an audit. A sector regulator, financing document, commercial contract or internal governance policy may also impose its own requirements.

The correct conclusion is therefore narrower: general company law does not impose a universal resident-director requirement, but the company must test sector rules and operational dependencies before appointing an entirely offshore board. MLS’s PT PMA company-setup guide explains how board design fits into the wider incorporation sequence.

Appointment and AHU Filing: The Corporate Steps

The first directors and commissioners are named in the deed of establishment. Later appointments, removals or replacements are generally approved by a General Meeting of Shareholders (RUPS) or another mechanism allowed by law and the articles of association, then recorded in a notarial deed and updated through the Ministry of Law’s AHU system.

The Company Law requires notice of a change in directors to the Minister within 30 days from the GMS resolution. The current administrative framework is Minister of Law Regulation No. 49 of 2025, effective 17 December 2025, which governs the establishment, amendment and dissolution of limited liability companies through AHU and replaced the 2021 regulation.

A board change is not complete operationally when the AHU receipt arrives. The company should also reconcile:

• the articles of association and latest notarial deed;

• AHU company data and beneficial-owner information;

• OSS/NIB and sector-license profiles;

• tax records, electronic certificates and account access;

• bank mandates, specimen signatures and internet-banking administrators;

• employment, RPTKA and immigration records;

• material contracts, powers of attorney and internal approval matrices.

A mismatch can leave a person registered as director but unable to operate the bank account, or able to access company systems after the corporate appointment has ended. Treat post-closing alignment as part of the legal work, not an administrative afterthought.

Corporate Appointment Does Not Automatically Authorize Work in Indonesia

The key factual question is not only the title shown in the deed. It is what the person will do, where the activities will occur, how frequently they occur, whether the company treats the person as part of its working organization, and whether the role falls within a foreign-manpower position.

Government Regulation No. 34 of 2021 requires employers using foreign workers to follow the RPTKA framework unless a defined exception applies. Minister of Manpower Regulation No. 8 of 2021 implements that regime. Foreign-worker positions must also be checked against the permitted and prohibited position rules, including Minister of Manpower Decree No. 228 of 2019 and Decree No. 349 of 2019.

A current enforcement warning: offshore status is not a blanket exemption

On 23 September 2025, the Ministry of Manpower announced that six foreign directors and commissioners who were not shareholders lacked RPTKA approvals. The company argued that they lived outside Indonesia. Kemnaker rejected that position and stated that overseas domicile alone did not create an exemption. The release said the exemption applied where a foreign director or commissioner was also a shareholder with an equivalent interest exceeding IDR 10 billion.

This is important enforcement evidence, not just a theoretical reading. It means an offshore board title should be reviewed against the company’s actual arrangement and the regulator’s current position. On 6 February 2026, Kemnaker separately announced a IDR 2.17 billion administrative fine concerning 164 foreign workers who had performed activities without RPTKA approval.

Do not copy a threshold across regimes The E28A immigration threshold and the manpower-law RPTKA exemption are related but not interchangeable. Check the wording, share records and current regulator practice under each regime.

 

E25B or E28A for a Foreign Director?

Indonesia’s current immigration catalogue distinguishes a director work category from an investor category. The route should reflect the individual’s ownership and actual activities—not the label that produces the cheapest or simplest filing.

Situation	Likely route to examine	Shareholding	RPTKA analysis	Core caution
Non-shareholder foreign director working in Indonesia	E25B company-director work visa	Not required for the category	Generally central; confirm position and approval sequence	A board appointment alone is insufficient
Investor-director meeting current investor threshold	E28A investor visa	Official E28A page requires at least IDR 10 billion in sponsor-company shares as recorded in the investment system	Test the director/shareholder exemption separately; do not assume it from the visa label	Keep share records, AHU and investment data aligned
Offshore director making occasional visits	Appropriate visit status for permitted meeting activities	Varies	Do not assume offshore domicile removes manpower exposure	Avoid day-to-day work on a visit status
Foreign commissioner	Commissioner category or E28A if qualifying investor	Varies	Separate position/exemption review required	Commissioner should not drift into routine management

 

The official E25B visa page identifies the category for a company director. The official E28A investor page is designed for investment and company-management activities by a qualifying investor and currently requires at least IDR 10 billion in shares in the sponsor company as recorded in the investment system.

The threshold must be tested against the applicant’s own recorded shareholding—not the PT PMA’s paid-up capital as a whole. A person may be a valid director while failing the investor threshold, in which case the director-work route may be the correct analysis. For a side-by-side explanation, read Work KITAS vs Investor KITAS in Indonesia and the E28A eligibility and document guide.

Can a foreign director handle HR?

Foreign workers are prohibited from occupying personnel-related positions under the manpower framework and Decree No. 349 of 2019. A director may have high-level responsibility for the company without being appointed to a prohibited human-resources or personnel position. The job description, organization chart, employment documents and actual daily work should be drafted consistently. Calling someone “director” in the deed will not cure a prohibited functional assignment.

Director Authority, Duties and Personal Exposure

A director manages the company in its interests and in accordance with its purposes and objectives. The board also represents the company in and outside court, subject to the Company Law, the articles of association and valid corporate resolutions. Authority can be joint or several depending on the articles and board structure. Banks and counterparties will usually inspect these provisions before accepting a signature.

Under Article 97 of the Company Law, directors must perform their duties in good faith and with full responsibility. A director can face personal liability for company losses caused by fault or negligence. A multi-member board does not automatically isolate one director: liability can extend to board members unless the statutory defense can be established.

A director should maintain evidence of informed decision-making: board papers, financial information, conflict disclosures, legal advice, dissent where appropriate and follow-up actions. Article 101 also requires directors to report their own shareholdings and those of their family in the company and other companies for recording in the special register. Where a conflict of interest prevents the director from representing the company, the representation rules in the Company Law and articles must be followed.

Practical Board-Design Scenarios

1. Foreign founder as resident investor-director

This can be efficient where the founder meets the current E28A shareholding threshold and will genuinely direct the business. Confirm that the share value is recorded correctly, the business sector permits the ownership, the investor route covers the intended activities, and any RPTKA exemption is independently supported.

2. Offshore group director plus Indonesia-based operating director

This structure can improve operational continuity while preserving regional oversight. Define signing limits, reserved matters, bank access and escalation. Do not assume the offshore director is invisible to manpower rules; the September 2025 Kemnaker release shows why the role and shareholding still require review.

3. Foreign non-shareholder professional director

A professional director may be validly appointed without shares, but the E28A investor route will not fit. If the director works in Indonesia, E25B and the associated manpower process are the natural starting point. The compensation, job description and governance records should reflect the role.

4. Foreign commissioner with active operational duties

This is a common red flag. A commissioner is a supervisory organ, not a substitute operations director. If the person negotiates routine contracts, manages staff and approves day-to-day payments, the actual role may contradict the registered title and permit strategy. Redesign the structure or activity scope rather than relying on labels.

5. Regulated-sector PT PMA

Start with the sector regulator before finalizing the deed. Fit-and-proper testing, local presence, experience, independence or pre-approval may determine the permissible board. General PT PMA guidance cannot replace sector-specific advice.

Foreign Director Appointment Checklist

1. Map the business first. Confirm the actual activities, KBLI codes, foreign-ownership limit and sector regulator.

2. Check the individual. Review legal capacity, five-year disqualification history, qualifications and conflicts.

3. Choose the correct corporate role. Separate management (director), supervision (commissioner) and ownership (shareholder).

4. Write the authority matrix. Define sole/joint signatures, reserved matters, banking authority and delegated powers.

5. Model the person’s real activities. List what will be done in Indonesia, where, how often and for whose benefit.

6. Select the immigration/manpower path. Assess E25B, E28A, RPTKA and any exemption separately.

7. Prepare the corporate approval. Use the deed of establishment or a valid GMS/circular resolution under the articles.

8. Complete the notarial and AHU update. File within the applicable period and retain the receipt and updated company profile.

9. Synchronize operational records. Update OSS, tax, bank, beneficial-owner, employment and licensing data.

10. Build an evidence file. Keep share records, job descriptions, approvals, permits, board minutes and compliance calendars together.

Common Mistakes to Avoid

• Treating “foreign director allowed” as the end of the analysis.

• Repeating the claim that every PT PMA needs an Indonesian resident director without checking the legal source and sector.

• Using total company capital to satisfy an individual E28A shareholding threshold.

• Assuming that an E28A visa automatically proves an RPTKA exemption—or the reverse.

• Assuming an overseas address removes RPTKA exposure.

• Letting a commissioner perform routine management work.

• Assigning a foreign director to a prohibited personnel/HR function.

• Updating AHU but forgetting OSS, tax, bank mandates or immigration records.

• Using nominee or paper-director arrangements that do not reflect real control and responsibility.

A well-designed board should also remain workable after incorporation. For the operational side of authorized signatories and onboarding, see MLS’s business bank account guide for PT PMA.

Frequently Asked Questions

Can a foreigner be president director of a PT PMA?

Generally yes for an ordinary PT PMA, subject to the articles of association, the Company Law eligibility rules and any sector-specific restrictions or approvals. The title does not remove immigration or manpower obligations.

Must a PT PMA have an Indonesian or resident director?

Not as a universal rule under the general Company Law. A regulated sector or practical dependency may require local presence or make it commercially necessary. Check the sector, bank, tax and licensing workflow before adopting an offshore-only board.

Does every foreign director need RPTKA approval?

Not necessarily, because defined exemptions exist. But the exemption is not automatic merely because someone is a director, shareholder or overseas resident. Test the exact shareholding, position and current regulator requirements. Kemnaker’s September 2025 enforcement release is a strong warning against broad assumptions.

Can a foreign director use E28A instead of E25B?

Potentially, if the director is a qualifying investor and meets the official E28A conditions, including the current individual shareholding threshold. A non-shareholder or under-threshold director should examine E25B. The actual activities and manpower layer still need review.

Can an offshore director sign Indonesian company documents remotely?

Possibly, depending on the articles, signature requirements, document type, counterparty and applicable electronic-signature rules. Notarial, bank, regulatory or apostille/legalization requirements can impose extra steps. Remote signing should be designed into the authority and document workflow rather than assumed.

What must be updated when a foreign director changes?

At minimum review the GMS resolution, notarial deed, AHU data, articles/company profile, beneficial-owner information, OSS and licenses, tax access, bank mandates, contracts, employment/manpower files and immigration sponsorship. Revoke access for the outgoing officer and document handover.

Can a foreign director also own shares?

Yes, if foreign ownership is allowed for the business activity. The director must disclose relevant shareholdings for the company’s special register, and the ownership level may affect E28A or RPTKA analysis. Ownership does not reduce the director’s statutory duties.

Plan the Board and Permit Strategy as One Workstream

The best time to resolve a foreign director’s status is before the incorporation deed or board-change resolution is signed. Start with the real business and real activities, then align the board title, shareholding, authority, AHU data, manpower position and immigration category. That approach is faster and safer than repairing contradictory records after a bank, inspector or immigration officer identifies them.

Master Legal Solution can review the proposed cap table, board composition, sector restrictions, appointment documents and E25B/E28A path as one project. If your PT PMA structure and stay-permit strategy need to move together, align the company structure and immigration route with MLS.

Legal note: This article is general information, not a substitute for advice on a specific company, sector, person or transaction. Rules, electronic systems and regulator practice can change. Sources were checked on 1 October 2026.

Authoritative References

• Law No. 40 of 2007 on Limited Liability Companies — company organs, director eligibility, appointment, duties and liability.

• Government Regulation No. 34 of 2021 — foreign-manpower and RPTKA framework; status shown as applicable.

• Minister of Manpower Regulation No. 8 of 2021 — implementing rules for foreign-worker utilization.

• Minister of Manpower Decree No. 228 of 2019 — positions open to foreign workers.

• Minister of Manpower Decree No. 349 of 2019 — positions prohibited for foreign workers, including personnel-related functions.

• Kemnaker enforcement release, 23 September 2025 — official position on foreign directors/commissioners, offshore domicile and RPTKA exemption.

• Kemnaker enforcement release, 6 February 2026 — administrative enforcement for activities without RPTKA approval.

• Director Work Visa E25B — Directorate General of Immigration — current company-director work category.

• Investor Visa E28A — Directorate General of Immigration — current investor category and shareholding condition.

• Minister of Law Regulation No. 49 of 2025 — current AHU company establishment and amendment administration.