Director vs. Commissioner in a PT PMA: How to Structure Your Business in Bali
Knowing your role in a PT PMA isn’t just paperwork, it’s the key to building a compliant and successful business in Bali.
Before you set up your business in Bali, read this. Knowing how to structure the shareholding of your foreign-owned company in Indonesia (PT PMA) is essential to avoid future complications, including potential visa restrictions. When establishing a company, one of the first steps is deciding your role - whether as Director, Commissioner, or Shareholder without a title. In this article, we’ll break down the roles for you, so that you can choose the most appropriate position for you, your business partners and (for couples starting a business in Bali) your spouse.
What You Can Do as a Director
The Director holds the executive power in your PT PMA. This means they are the person authorized to officially sign on behalf of the company. For example, if your company acquires property rights such as a leasehold, the Director must sign the lease agreement before the notary. At the bank, the Director is also required to sign all paperwork.
It is important to note that for newly established companies, the Director must be physically present in Bali to open a business bank account. Remote account opening or assigning power of attorney - even to other shareholders or Commissioners - is not permitted. Once the account is opened, however, the Director can operate from overseas, as online banking services will be available.
The Director’s role is executive rather than ownership-based. They oversee the day-to-day operations of the company, but the ultimate control rests with the shareholders. For instance, if the Director holds 0 shares, the shareholders can vote to replace them.
What You Can Do as a Commissioner
Commissioners serve in a more advisory capacity as non-executive overseers. In a Western company, this would be similar to a chairman or board member who gives guidance on company decisions. You could consider it to be the same as Jeff Bezos transitioning from being a CEO to a Chairman at Amazon. As a CEO, he had to take care of daily operations. As a Chairman, he advises whilst others execute, which is effectively what a Commissioner role entails. Therefore, the Commissioner is the one who supervises the board and makes sure that the company keeps up with whatever reporting requirements it has.
How Your Role Affects Banking
As a Commissioner, you cannot simply walk into a bank branch and access the company’s account. In Indonesia, bank managers will primarily work with Directors when it comes to company banking matters, especially in-person administration.
We have seen clients who later needed to restructure their company (incurring additional administrative costs) because a key person had been appointed as Commissioner but required direct in-branch banking access.
This situation is best avoided if possible, although there are two workarounds:
The Director grants specific power of attorney to the Commissioner
The Director shares online banking credentials
In Indonesia, only Directors can directly handle company banking matters. Choose your PT PMA roles wisely to avoid costly restructuring later.
If your account doesn't support online banking, or you need to deposit cash and meet with bank managers regularly, you may need to be listed as the Director of the company.
It is important to note that a company in Indonesia can have multiple Directors and Commissioners. However, among them, a President Director and a President Commissioner must be appointed to establish who holds the primary authority.
Company Shares
If a Director and Commissioner hold equal shares, they have equal shareholders power. The Director's executive authority doesn't allow them to remove a Commissioner who holds significant shares. A Commissioner who owns 50% of the company cannot be dismissed by a Director holding the other 50%, as neither party holds a majority, regardless of their respective titles. This is why proper share distribution planning is critical before finalising your company structure.
How Your Role Affects Your KITAS
Your company structure directly determines what type of KITAS (residence permit) you can apply for in Indonesia. This is where couples and business partners often make expensive mistakes. Any shareholder whose individual shares are valued at 10 billion IDR or more qualifies for 2 years Investor KITAS, and this applies whether you're a Director, Commissioner or just a shareholder without a title.
However, couples often make a common mistake at this stage. For example, the husband becomes a Director with IDR 10 billion in shares and qualifies for an Investor KITAS. The wife, meanwhile, takes a Commissioner’s title with just 1% of shares (around IDR 100 million).
In reality, the wife cannot obtain an Investor KITAS, since her shares are below the IDR 10 billion threshold. With such limited shares, her only option would be to qualify for a Working KITAS as a Commissioner. She also would not qualify for a Dependent/Family KITAS under her husband, because the rule states that if you hold even 1 share in the company, you are no longer eligible as a dependent.
While a Working KITAS for a Director or Commissioner (as in the wife’s case) is a valid option, it’s important to note that it does not permit the holder to perform hands-on managerial work, such as acting as a General Manager, teacher, or consultant. The same applies to an Investor KITAS, however, the Investor KITAS is valid for two years and costs roughly half the price of a Working KITAS. That being said, it’s essential to plan in advance which type of KITAS you intend to apply for, as this will influence how the company’s shareholding should be structured.
Working KITAS Limits
Foreign Commissioners cannot be involved in daily operations. Their role is supervisory, not managerial.
Many people wrongly assume that having a Working KITAS means you can work freely, but that’s not the case. A Working KITAS strictly limits you to your designated occupation. As a Director, you can sign paperwork and access banks, but you cannot work hands-on as a chef or serve tables. As a Commissioner, you can only provide advice to the Director and shareholders. Your KITAS specifies your occupation and you have to stay within that scope.
Two Better Options for Couples Opening A Business in Bali
Option 1: Investor KITAS + Dependent KITAS
The first option involves the spouse taking the title of Director and obtaining an Investor KITAS supported by shares valued at over IDR 10 billion, while sponsoring the other spouse on a Dependent KITAS, who would not be involved in the company’s operations. Meanwhile, the position of Commissioner can be assigned either to a local partner, if available, or to a trusted individual domiciled overseas, with only a minimal share allocation if required. While the spouse holding a Dependent KITAS cannot have any involvement, shares, or position in the PT PMA, the Dependent KITAS remains an affordable two-year visa option that does not require any formal company commitments.
Option 2: Both Hold 10+ Billion IDR Shares
The second option is for both spouses to structure their shareholding so that each holds shares valued at a minimum of IDR 10 billion, allowing both to obtain Investor KITAS. This setup enables them to be jointly involved in the company while maintaining proper immigration status. However, it also means their total declared and expected capital investment would amount to IDR 20 billion.
Multiple Companies Need Extra Permits
If you’re involved in more than one PT PMA, you must process an IMTA (work permit) for each additional company where you're a Director or Commissioner. However, if your shares in each company are valued at 10+ billion IDR, you don't need separate IMTAs as of current regulations in 2025.
As an example, let’s imagine that you have an Investor KITAS through PT X (10+ billion IDR shares). You then open PT ABC where you're a Director, but your shares are only 2 billion IDR. That means you’ll need an IMTA for PT ABC. If your PT ABC shares were also 10+ billion IDR, then no IMTA would be required.
Directors Face More Scrutiny
Directors carry full responsibility and face greater regulatory scrutiny. Commissioners oversee operations with limited direct exposure.
Directors hold greater authority but also carry more responsibility. In the event of an investigation by tax authorities or government agencies, Directors are typically the first to be contacted, as they bear primary responsibility for the company’s compliance. If deadlines are missed or violations occur, it is usually the Directors who are summoned. Commissioners, on the other hand, operate more behind the scenes and have less regulatory exposure, though they may still be approached in certain circumstances.
Corporate Shareholders Are Allowed
PT PMAs can have overseas corporations as shareholders, not just individuals. However, only individuals can hold the title of a Director or Commissioner, as the government requires someone to be physically present in Indonesia in the case of inquiries. When overseas corporations hold shares and withdraw dividends, the dividend tax rate depends on the tax treaty between Indonesia and the country where the corporation is registered.
Structuring For Success
Your choice between Director and Commissioner roles - and how you distribute shares - determines your banking access, visa options, work flexibility and regulatory exposure.
Before you decide on the structure of your PT PMA structure, it’s best to consider:
Who needs banking access?
What KITAS types do stakeholders need?
Will anyone be involved in multiple companies?
Is there a plan to sponsor your family members under Dependent KITAS?
Who's comfortable with greater regulatory scrutiny?
What works for a solo entrepreneur differs completely from what works for couples or multiple business partners. Getting the structure wrong means costly, time-consuming restructuring later.
If you’re still stuck with how to restructure your company, let us help you figure out the optimal structure for your specific situation and make sure that your company setup aligns with both your business goals and immigration needs. Simply drop us a message on Whatsapp or visit our office in Pererenan to arrange a consultation with one of our friendly experts here at Bali Solve, and let’s set you up for success from day one.
Written by Bali Solve Team
20th October 2025
