Are you planning to open a foreign-owned company in Indonesia? Before filling any paperwork, you need to understand how the company’s board should be structured, starting with the difference between a Director and a Commissioner. This guide is written for foreign entrepreneurs, overseas parent companies, and investors setting up a PT PMA for the first time, or reviewing an existing one, who want a clear, practical answer instead of legal jargon.<\/p>\n\n\n\n
Director vs Commissioner, the short answer is that a Director manages daily operations and legally represents a PT PMA (Perseroan Terbatas Penanaman Modal Asing, Indonesia’s foreign-owned limited liability company), while a Commissioner supervises the Director’s performance and advises on company policy without handling daily management. This distinction, set out in Indonesia’s 2007\u5e74\u4f1a\u793e\u6cd5\u7b2c40\u53f7<\/a>, forms the country’s two-tier board system, separating executive authority from supervisory oversight.<\/p>\n\n\n\n Many foreign investors get stuck at exactly this point: unsure who can sign contracts, who carries personal liability, and how appointing the wrong person can delay licensing by weeks. Business Hub Asia works with foreign investors on this exact structuring stage, and this guide is built to double as a practical roadmap, not just legal theory.<\/em><\/p>\n\n\n\n Every PT PMA must appoint at least one Director and one Commissioner before it can register through the OSS-RBA (Online Single Submission – Risk-Based Approach)<\/a> licensing system. The Director signs business contracts, hires staff (foreigners are not authorized to sign employment agreements, though), and answers for the company’s day-to-day results. The Commissioner holds no executive power but can still be held personally liable if negligent supervision causes the company financial loss.<\/p>\n\n\n\n Both roles can be filled by foreign nationals, though a resident Director is required in most practical cases. Confusing the two roles, for instance by letting a Commissioner sign operational documents, creates governance risks that can delay licensing or expose individuals to liability. The sections below unpack each role, the appointment process, and a practical checklist for foreign investors finalizing their PT PMA structure.<\/p>\n\n\n\n Indonesian company law and licensing come with their own shorthand. The table below spells out every acronym used in this guide before it appears in context.<\/p>\n\n\n\nKey Acronyms Used in This Article<\/strong><\/h2>\n\n\n\n