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DIFFERENCES OF COMMISSIONERS AND DIRECTORS

When running a business we need many aspects that can support the running of the business so that it develops, one of which is from the management side. As we also know that the management in a company is known by several terms, namely directors and commissioners.

For investors they have the assumption that the roles of directors and commissioners are the same even though these two positions are different in terms of responsibilities and obligations. Therefore, below we will discuss the differences between directors and commissioners.

Commissioner

The commissioner is an organ of the company that is tasked with conducting general and/or specific supervision in accordance with the articles of association and providing advice to the Board of Directors.

The Board of Commissioners supervises management policies, and the course of management in general, both regarding the Company and the Company’s business, and provides advice to the Board of Directors. Supervision and providing advice is carried out for the benefit of the Company and in accordance with the purposes and objectives of the Company.

Director

The Board of  Directors is the Company’s organ that is authorized and fully responsible for the management of the Company for the benefit of the Company, in accordance with the purposes and objectives of the Company and represents the Company, both inside and outside the court in accordance with the provisions of the articles of association.

The Board of Directors carries out the management of the Company for the benefit of the Company and in accordance with the purposes and objectives of the Company and also comply with policies deemed appropriate within the limits specified in the Act or the Articles of Association.

The Board of Directors must have good intentions and be responsible for the management of the company.

The Board of Directors is also obliged to prepare and maintain a register of shareholders, minutes of the GMS, and minutes of the board of directors’ meetings, maintain the company’s books and report its share ownership.

In the event of negligence or loss, each member of the Board of Directors is personally responsible for the loss of the Company if he is concerned or negligent in carrying out his duties.

If the Board of Directors consists of 2 or more members of the Board of Directors, then the responsibility applies jointly and severally to each member of the Board of Directors. So it is easy to conclude that the directors are in charge and responsible for the company’s operations. In addition, the Board of Directors is also the structural party of the company who has responsibility for making decisions from the company.

Therefore, the wheels of business and company operations are the full responsibility of the duties and functions of the Board of Directors.

Disclaimer

The information provided here is based on our long experience. The process or requirement may vary depending on the specific facts and conditions. Besides, the law and regulations in Indonesia subject to frequent changes. Please contact us as your consultant to get an up to date information and accurate advice. More Information click here and You can also follow our social media accounts to see the latest information posts. please click on the following links: Facebook, Instagram, Linkedin, and Twitter.

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FAQ

In general, PMA stands for Foreign Direct Investment while PMDN stands for Domestic Direct Investment. From the perspective of the meaning, in short, PMA is an investment activity to conduct business in the territory of the Republic of Indonesia which carried out by foreign investors, both those who use foreign capital wholly or in joint ventures with domestic investors. Then, PMDN is an investment activity to conduct business in the territory of the Republic of Indonesia which carried out by domestic investors using domestic capital.

Basically, subjects in domestic investors are Indonesian citizens (WNI), Indonesian business entities, the Government of Indonesia, or regions that make investments in the territory of Indonesia. Meanwhile, foreign investors are foreign citizens, foreign business entities, and/or foreign governments making investments in the territory of the Republic of Indonesia.

With the new regulations and system changes, the process of establishing a company, both PT PMDN or PT PMA, does not take a long time. It takes at least 10-15 working days after the complete document requirements are fulfilled.

Yes. To be able to carry out the establishment process of PT PMA, the authorized capital that must be written in the deed of establishment is Rp. 10 billion excluding the value of land and buildings. In making the deed of establishment, the Notary appointed by us will provide a statement letter to the shareholders who sign that they will deposit the said amount of capital. However, the statement will usually not include the fulfillment period. After the company is established, the company will carry out investment reporting on a regular basis which will later become one of the proofs for the company's activities with its capital.

Generally, the set-up company process is divided into 2 stages. Where, the first stage is the establishment stage. Where at this stage, you will process your company's basic documents and permits, such as: deed of establishment, legalization document, Company NPWP (Taxpayer ID Card), Business Identification Number, Company Bank Account Opening and other documents according to your sector and business field. Furthermore, the second stage is the operational stage. At this stage, before and/or during your company's operations, you are required to fulfill the company's obligations. Such as, payment of related taxes, fulfilling operational permits, reporting LKPM (Investment Activity Report), BPJS Employment and Health Registration, and other obligations according to the sector and business field.

BPJS stands for Social Security Administering Board, which is a special institution tasked with administering health and employment insurance for the public, civil servants, and private employees. BPJS has 2 types, namely: BPJS Healthcare and BPJS Employment. Where every registered company that has employees is required to register its employees in the BPJS program, both BPJS Healthcare and BPJS Employment.

LKPM stands for Investment Activity Report. It is a report on the progress of investment realization and problems faced by business actors that must be prepared and submitted periodically.

Yes, you do. When you do the establishment of a company, a correspondence address is fundamental. It is needed because later all correspondence documents from the government or related agencies will be sent to your company's office/correspondence address. In addition, a company is required to have a domicile which is one of the requirements for making a deed of establishment.

Do you have a location in mind where you plan to establish your company in general? For example, are you planning to do it in Bali, such as in Kuta, Ubud, Sanur or Jimbaran area? We have several specific place references that may help you determine the location of your company office. Just please let us know.

At the stage of the company establishment process, you are not required to come to Indonesia. Although it is no required to come, you may visit Indonesia with the visa which the service we can assist you to have it.

Some process in the establishment company can be carried out by giving your power of attorney to one of our team whom handles the process of establishing your company. Our team is experienced enough in their field therefore the necessary matters will be prepared and informed to you.