Foreign Director Requirements in Indonesia: Permits and Limits
Foreign director requirements in Indonesia: who may sit on a PT’s board, when a work permit or investor KITAS is needed, and the one role that stays closed.
References (12)
- The Company Law, UU No. 40 Tahun 2007, sets who may sit on the board, its minimum size and the notice of changes in Articles 92 to 95 and 108 to 111, which have not been amended.
- PP No. 8 Tahun 2021 requires the founder of a PT Perorangan to be an Indonesian citizen who is its director and shareholder at once, in Articles 6 and 8.
- Government Regulation PP No. 34 Tahun 2021 governs the employment of foreign workers, including the RPTKA, the exemptions for directors and commissioners and the bar on personnel roles, in Articles 3, 5 to 7, 10, 11, 14 and 19.
- Permenaker No. 8 Tahun 2021 applies those rules to directors and commissioners in Articles 5, 15, 30 and 31.
- Article 42 of the Manpower Law, UU No. 13 Tahun 2003 as amended by UU No. 6 Tahun 2023, requires an approved RPTKA and closes personnel roles to foreign workers.
- Every foreigner in Indonesia needs a stay permit under the Immigration Law, UU No. 6 Tahun 2011, Article 48(1).
- Permenkumham No. 22 Tahun 2023, as amended by Permenkumham No. 11 Tahun 2024, sets the shareholding for the investor stay permit in Article 38.
- Ministerial Decree M.IP-08.GR.01.01 of 2025 on visa classification, category E28A, on the investor permit.
- Permeninves/BKPM No. 5 Tahun 2025 requires the head of a representative office to live in Indonesia, in Article 270(4).
- PMK No. 81 Tahun 2024 names who may act for a company in the tax system, in Article 10(2) and (3).
- Fees paid to a non-resident are withheld under the Income Tax Law, UU No. 36 Tahun 2008 as amended by UU No. 6 Tahun 2023, Article 26(1)(d).
- Withholding of PPh 21 on the pay of resident directors and commissioners follows PMK No. 168 Tahun 2023.
Can a foreigner be a director of an Indonesian company? Yes. The foreign director requirements in Indonesia are the ones every director meets: nothing in the Company Law requires a director or commissioner of a PT (Perseroan Terbatas, a limited company) to be an Indonesian citizen, or to live in Indonesia (UU 40/2007, Articles 93 and 110).
What matters is the permit, if the director is going to work here: a limited stay permit, or KITAS (Kartu Izin Tinggal Terbatas).
There is one kind of company a foreigner cannot direct, and one portfolio a foreign director should leave to a colleague. Everything else comes down to choosing the right permit. We take care of that permit, and of the filing whenever the board changes.
What people often assume
Foreign director requirements in the Company Law
The Company Law asks the same of every director, whatever their nationality. A director must be an individual with legal capacity who, in the five years before being appointed, has not been:
- declared bankrupt
- a director or commissioner found guilty of causing a company’s bankruptcy
- convicted of a crime that harmed state finances or related to the financial sector
That is Article 93(1), and the same test applies to commissioners (Article 110(1)).
A PT needs at least one director and one commissioner (Articles 92(3) and 108(3)). A company that collects or manages public funds, issues debt to the public or is listed needs at least two of each (Articles 92(4) and 108(5)). Regulated sectors such as banking and insurance can add requirements of their own (Article 93(2)).
The one company a foreigner cannot direct is a PT Perorangan, the one-person company. Its founder must be an Indonesian citizen and is its director and shareholder at once (PP 8/2021, Articles 6(1) and 8(4)(g)).
Which permit a foreign director needs
The permit depends on the director’s own position, not on the seat. A director who holds no shares is employed as a foreign worker, so the company first needs an approved RPTKA (Rencana Penggunaan Tenaga Kerja Asing, its plan to employ foreign workers), which then serves as the recommendation for the work visa and stay permit (PP 34/2021, Articles 6(1) and 14(6)).
| Permit | Arranged through | |
|---|---|---|
| Stays abroad | A business visa for each visit, and no stay permit | — |
| Investor, IDR 10bn+ | Investor KITAS (category E28A) | A shareholding shown in the investment ministry’s data |
| Smaller investor | Work visa and work KITAS | The manpower rules |
| Hired director | Work visa and work KITAS | The company’s approved RPTKA |
The investor threshold is set by Permenkumham 22/2023, Article 38(2)(a). Below it, an investor who sits on the board applies for a work visa under the manpower rules (Article 38(5)). The investor permit lets its holder work as a director or commissioner of the company they invested in, and be paid for that role (Ministerial Decree M.IP-08.GR.01.01/2025, category E28A).
We take care of either permit, for a PT PMA (Perseroan Terbatas Penanaman Modal Asing, a foreign-owned PT) or a local PT. Our investor KITAS service covers the shareholder route, and our work permit KITAS service covers the RPTKA route.
Keep human resources with an Indonesian director
Personnel roles are closed to every foreign worker, and the ban has no exception for directors. Our guide to hiring a foreigner sets out the rule. When the shareholders’ meeting divides the directors’ duties (Company Law, Article 92(5)), give the human resources (HR) portfolio to an Indonesian director.
Directing the company from abroad
A director abroad can still act for the company in the tax system. Coretax, the tax office’s online system, is used by a member of management or by someone management formally appoints, and neither has to live in Indonesia (PMK 81/2024, Article 10(2) and (3)).
Whether a bank accepts a signatory who lives abroad is the bank’s own policy rather than the law, and our guide to opening a company bank account sets out what the banks ask for.
It is often practical to have someone based here who can sign and attend in person. Where you want that, we provide a resident director from our own management team, appointed in writing with the limits of the role agreed first.
When the board changes
The shareholders’ meeting appoints directors and commissioners, and the first board is named in the deed of establishment (Company Law, Articles 94(1)–(2) and 111(1)–(2)). The directors must notify the Minister of Law of any change within 30 days of the shareholders’ decision (Articles 94(7) and 111(7)).
We prepare the change and file it within those 30 days as part of our corporate secretary work. Our note on how the Ministry’s register confirms a change explains the record that results.
Common questions
Can one foreigner direct two Indonesian companies?
Does a foreign director need an Indonesian understudy or language classes?
Can a commissioner be foreign?
How is a foreign director’s pay taxed?
What this means for you
Those are the foreign director requirements in full: legal capacity, a clean five-year record, and the right permit if the director works here. Choose the person the business needs, whatever their passport. Decide early where they will live and whether they will hold shares, because that decides the permit, and give the personnel portfolio to an Indonesian colleague.