This post is also available in: Indonesia (Indonesian)
Indonesia Company Resident Director of Services
It is important for an Indonesia company to have a resident director due to legal requirements or just for the convenience and practicality of business operations. Indonesia laws specify that a company in Indonesia requires at least one director, one commissioner, and two shareholders.
Package Fee for Indonesia Resident Director | Nominee Director Service.
|Local Resident Director Services (We will also collect a refundable security deposit of IDR30 million from you for the provision of our Local Resident Director Service. The security deposit is refundable upon termination of our Local Resident Director Service.)||IDR30 million per year *|
* A discounted security deposit of IDR30 million only applies if the company is in good standing status based on a detailed company search. We will perform the search free-of-charge. The principal must fulfil our initial Know Your Customer (KYC) requirements.
We will perform the Know Your Customer (KYC) in which the principal, must fulfil our requirements before we can offer you the Resident Director Services. We will not be able to act as your Indonesia Company Resident Director if you are a citizen or in connection with or born in any country which is listed under any sanctions or monitored list. View Sanctions Programs and Country Information for the list. Should you proceed to engage our services without disclosing to us that you are one such person, we will have to take appropriate action including but not limited to forfeiting the security deposit that you have with us, close down the company and any other necessary action that we deem appropriate as soon as we discovered that you are one such person.
Choosing the right candidate as a resident director requires careful and strategic decision-making.
Requirements for Resident Director or Nominee Director
A resident director (some call Nominee Director) can be one of the following:
- An Indonesian citizen with a valid national ID and tax ID (NPWP)
- The foreign citizen who is an Indonesian resident (holding a KITAS)
- A permanent resident expatriate who is based in Indonesia (holding a KITAP)
Foreign resident directors must possess a valid work permit and proof of permanent residency.
The appointment of a resident director or nominee director is required to meet legal requirements but they tend to have a passive role and do not need to be involved in the business day-to-day operations. However, they may perform certain duties such as:
- Signing the Statement Letter: in regard to the execution of the deed of establishment with the Notary Public (this is during the company establishment process)
- The signing of Board Resolution: They are responsible for the signing of resolution after the foreign executive director(s) has/have to approve on it, and if the company requires this for certain conditions
- The signing of submission forms: such as business licenses submission forms (if necessary)
- The signing of forms for bank account opening or any other requirements (if necessary)
- Representatives: They may serve as the company’s representatives by upholding the views and positions as outlined by the company. They are also eligible to sign documents on behalf of the company.
To engage our resident director services, an Indonesia company must appoint a second foreign director to be in-charged of the business operations. Members of Boards of Directors shall be appointed for a certain period and may be re-appointed. This is so that members of the Board of Directors whose period of office has expired do not automatically continue to their original position unless re-appointed by a General Meeting of Shareholder resolution (“GMS”). For example, for a period of 3 (three) years or 5 (five) years from the date of appointment, and then as from the expiry of that period, the ex-members of the Board of Directors concerned are no longer entitled to act for and on behalf of the Company unless re-appointed by the GMS.
For foreign-owned limited liability companies (or PMA), it is allowed for directors and committee members to be all foreigners. However, it is still recommended that the company appoint a local director for practicality and convenience in business operations.
If a company does not have the local director and the foreign director(s) lack a work permit and tax ID, it might be difficult to sign documents for opening a bank account and registering for Indonesia’s Electronic Tax filing system (“EFIn”).
In order to register for the EFIn, a foreign director needs to have a tax ID and personal EFIn ID. These can only be obtained if the foreign director has a work permit. Once a tax ID has been obtained, a foreign director will only be charged the local tax rate for their income tax in Indonesia. Without the tax ID, a foreigner will have 20% more tax deducted from their personal income tax.
We will provide the local Resident Director or Nominee Director Service for your Indonesia company, provided the followings conditions are met:
- The service is offered for statutory compliance only. The nominee director will not be involved in any financial or operational matters or management of the company.
- You must appoint one or more individuals (normally, company shareholders) to be the directors that are responsible for running the company operations. Our resident director will not be involved in your business operation.
- You must satisfy our initial and ongoing KYC requirements.
- Execute our Nominee Director Indemnity Agreement.
- You must subscribe to our annual secretarial service.
- You must subscribe to our annual accounting service (i.e. the compilation of financial statement).
- You must subscribe to our annual tax filing service.
- You must subscribe to our VAT review and filing service if the Company is VAT registered.
- You must subscribe to our payroll and immigration service if hiring any staff in Indonesia.
- You must pre-sign the resolution to approve the resignation of 3E’s resident director.
- You must change your Company’s correspondence address maintained with banks to our 3E’s office in order for us to receive your monthly bank statements and any other banking transaction documents for our routine compliance review.
- Your Company is allowed to maintain only one Indonesia Bank Account. For any request for a second bank account opening, a valid reason must be given and it is subject to approval at the discretion of our resident director.
- Opening of foreign bank account overseas is subjected to 3E’s approval if you are engaging our resident director services
We will also require a refundable security deposit to provide you with the Resident Director Service. The service can be terminated at any time at your request. Contact our team for further information.