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Differences Between Commissioners and Directors in Indonesia

Understanding the difference between Commissioners and Directors is essential for foreigners planning to invest or manage a business in Indonesia. Indonesia applies a two-tier corporate governance system, which differs from the single-board model used in many Western countries, and misunderstanding these roles may lead to compliance and governance risks. This article is written from a professional legal consulting perspective and is based on Indonesian Company Law (Law No. 40 of 2007), making it particularly relevant for entrepreneurs, directors, and business operators seeking legal certainty in Indonesia.  

Indonesia’s Two-Tier Corporate Governance System

Indonesia adopts a two-tier board system that separates management and supervisory functions, distinguishing the Board of Directors (Direksi) from the Board of Commissioners (Dewan Komisaris). This structure is mandated under Law No. 40 of 2007 on Limited Liability Companies and assigns distinct authorities and liabilities to each board. Foreign investors must structure their companies accordingly to ensure compliance and maintain proper corporate governance.  

Legal Role and Authority of the Board of Directors

The Board of Directors is responsible for the company’s daily management and operations. Under Indonesian Company Law, Directors have full authority to manage and legally represent the company in and outside court, including in contracts, banking, and employment matters. Directors carry fiduciary duties of good faith and prudence and may face personal liability for losses caused by negligence or unlawful acts. Therefore, foreign Directors must fully understand Indonesian corporate compliance obligations.  

Legal Role and Authority of the Board of Commissioners

The Board of Commissioners serves as a supervisory and advisory body, not an executive organ. Under the Company Law, Commissioners supervise Directors’ policies and management and provide strategic advice, but they do not manage daily operations or represent the company unless authorized by the Articles of Association. Commissioners may still face liability for failure to properly supervise, which is why this role is commonly held by investors, founders, or senior advisors, including foreign shareholders.  

Key Differences Between Directors and Commissioners in Indonesia

To provide clarity, the following key differences should be clearly understood:
  1. Function and Responsibility Directors manage and run the business daily, while Commissioners supervise and advise Directors. Therefore, Directors are operationally active, whereas Commissioners are strategically involved.
  2. Legal Authority Directors can legally bind the company to contracts and third parties, whereas Commissioners cannot. Consequently, only Directors can sign binding agreements on behalf of the company.
  3. Liability Exposure Directors face higher personal liability for operational losses, while Commissioners are liable mainly for negligence in supervision. Hence, the legal risk profile of Directors is significantly higher.
  4. Regulatory Expectation Indonesian regulators expect strict separation of roles to avoid conflicts of interest. Therefore, holding both positions simultaneously is generally prohibited.
  5. Suitability for Foreigners Foreign investors often prefer Commissioner roles for oversight and compliance comfort, while foreign professionals with work permits (KITAS) may serve as Directors. 

Implications for Foreign Investors and Business Owners

For foreign investors, choosing between being a Director or Commissioner has serious legal, tax, and immigration implications. For instance, foreign Directors must obtain a work permit (KITAS), whereas foreign Commissioners may not require a work permit if they are non-executive. Moreover, Directors are directly exposed to Indonesian tax and labor compliance risks. Therefore, many foreign shareholders strategically appoint themselves as Commissioners while delegating daily operations to local or professional Directors. This approach ensures control, compliance, and risk mitigation. As a result, understanding these differences is essential for long-term business sustainability in Indonesia.  

Get Professional Guidance from Indoned Consultancy

Navigating Indonesian corporate governance can be complex, especially for foreign investors and expatriates. Therefore, Indoned Consultancy is here to help you structure your company legally, strategically, and compliantly. Our experienced legal and business consultants specialize in foreign investment (PMA), director and commissioner appointments, work permits, and corporate compliance. We invite you to contact Indoned Consultancy today for a free initial consultation and receive tailored guidance for your business journey in Indonesia. Let us help you invest, operate, and grow with confidence in Indonesia.  

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.

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