Director work compliance
Foreign Director Work Permit Activation and Exit Controls in Indonesia
The deed appointment, actual management duties, share ownership, RPTKA position, immigration category and reporting record must support the same director role.
A foreign director in Indonesia is not automatically exempt from every manpower and immigration requirement. The correct treatment depends on whether the appointment is effective, whether the director also holds qualifying shares or meets another stated exemption condition, what duties are performed, which company sponsors the person, and which immigration category is used. The most common mistakes are relying on an unsigned or unapproved deed amendment, assuming the word director creates work permission, using an investor route without meeting its ownership evidence, paying the foreign-worker levy for the wrong period, and allowing the person to work at an unrecorded location or in a technical role. Reconcile the corporate, RPTKA, immigration, payroll and activity records before the director starts giving daily operational instructions.
Director compliance checkpoints
A valid result requires all checkpoints to work together. Passing one checkpoint does not cure a failure at another.
Corporate appointment
Effective deed and AHU record
Confirm the date on which the director legally entered office.
RPTKA treatment
Approval or documented exemption
Test the precise director, commissioner and shareholding conditions.
DKPTKA baseline
USD 100 per position/month
Apply the statutory amount and relevant exemptions to the approved period.
Operational scope
Match actual management duties
Separate strategic director authority from unrelated technical work.
Evidence basis: Law No. 40 of 2007 on Limited Liability Companies · Minister of Manpower Regulation No. 8 of 2021
Test the director exemption properly
Match the appointment, shares, duties and sponsor against current manpower and immigration conditions.
Key takeaways
- Do not rely on a business card or draft deed as proof of a director appointment.
- An RPTKA exemption is conditional and should be documented before use.
- Investor-visa ownership evidence and manpower exemption tests are not interchangeable.
- The approved sponsor, position, location and actual duties must remain aligned.
- Calendar annual reporting, amendments and termination steps from the start.
Foreign directors often sit at the intersection of two legal roles: a corporate organ with powers under the Company Law and a foreign individual physically performing activities in Indonesia. The first role is evidenced through the deed and company record; the second is assessed through manpower and immigration rules. Solving only one leaves an incomplete file.
The company's broader RPTKA and foreign-worker process , business activities and workplace locations should be tested at the same time. A director cannot make an unlicensed activity lawful by approving it, and an immigration approval does not expand the PT PMA's OSS permissions.
Confirm when the foreign director legally entered office
Build the compliance timeline from the effective corporate record. Work and immigration filings should not describe an appointment that has not yet taken legal effect.
Draft deed used as proof
Treat the notarial draft names the director but the change has not completed its required corporate process as a decision gate, not an administrative detail. Keep executed deed, AHU approval or receipt and the effective-date clause in the transaction file, then wait for the legally effective record or obtain advice on the transition. This reduces the chance that applications contain a director status the company cannot substantiate.
Old director still recorded
A reliable check starts with current AHU profile, signatory matrix and institution-specific change receipts. It should resolve whether company systems, bank mandates or tax records still name the predecessor. Where the records do not reconcile, update dependent records in a controlled sequence; proceeding without that step can mean authority and KYC checks point to different responsible persons.
Commissioner treated as director
a supervisory office is used to justify executive management The evidence that matters is deed powers, board procedures and actual instruction flows. preserve the distinction between supervision and management If that control is skipped, the person's conduct conflicts with the registered corporate office.
Unrecorded concurrent role
The warning sign appears when the director also performs sales, engineering or another occupation. Verify it with job descriptions, client deliverables, time allocation and qualifications. The responsible person should assess the additional productive role under manpower rules; otherwise, a corporate title conceals a different job.
Validate the RPTKA and immigration route independently
Do not transfer an exemption conclusion from one system to another. Each route has its own definitions, conditions and evidence.
Blanket director exemption
A reliable check starts with Minister of Manpower Regulation No. 8 of 2021 and the company's ownership documents. It should resolve whether the provider says every foreign director is exempt regardless of shares or investment-facility criteria. Where the records do not reconcile, record the precise exemption paragraph and supporting facts; proceeding without that step can mean the company cannot defend why no RPTKA approval was obtained.
Investor threshold assumed
the director's registered shares fall below the current E28A evidence threshold The evidence that matters is latest deed, shareholder register, AHU data and official E28A requirements. use the appropriate work-visa analysis instead of altering the narrative If that control is skipped, the visa application rests on an unmet ownership condition.
Wrong sponsor
The warning sign appears when a holding company or affiliate sponsors a director managing another Indonesian entity. Verify it with corporate group chart, management agreement and entity-level duties. The responsible person should identify the entity legally receiving and controlling the work; otherwise, sponsorship evidence does not match day-to-day management.
Location omitted
Treat the director regularly manages a project or branch not reflected in the approved record as a decision gate, not an administrative detail. Keep RPTKA data, OSS project locations, lease and travel pattern in the transaction file, then assess and update the location before routine deployment. This reduces the chance that inspection evidence reveals an unapproved place of work.
Find contradictions before activation
Reconcile deed, AHU, RPTKA, visa, location and payroll records before operational authority begins.
Maintain the director file after approval
Director compliance continues after the visa or approval is issued. Changes in office, ownership, duty, location or assignment end can trigger updates.
Levy period mismatch
DKPTKA is paid for fewer months or a different position than the approved assignment The evidence that matters is billing code, payment receipt, approval period and position name. reconcile the paid period before the assignment continues If that control is skipped, the financial record does not support the authorised term.
No annual report
The warning sign appears when the employer has no calendar or receipt for required foreign-worker reporting. Verify it with submission receipt, reporting period and responsible officer log. The responsible person should assign ownership and keep the report with the RPTKA file; otherwise, the company misses a continuing employer obligation.
Duties drift
Treat the director gradually takes over technical or client-delivery work as a decision gate, not an administrative detail. Keep quarterly duty review, project records and staff reporting lines in the transaction file, then reassess the position whenever the activity changes materially. This reduces the chance that the approved role no longer describes the real work.
Exit not closed
A reliable check starts with resignation, shareholder resolution, deed amendment, cancellation and report receipts. It should resolve whether the director resigns but the manpower, immigration or corporate records remain open. Where the records do not reconcile, run a coordinated termination checklist; proceeding without that step can mean the company carries stale authority and sponsorship exposure.
Primary rules for a foreign director's dual role
Use the Company Law for corporate authority, manpower regulations for the foreign-worker route, and immigration materials for stay and permitted activities. Keep a dated copy of the criteria used.
- Law No. 40 of 2007 on Limited Liability Companies : The Company Law, as amended, defines the roles and accountability of shareholders, directors and commissioners. Authority should be traced to the deed, shareholder or board decisions and valid delegations.
- Minister of Manpower Regulation No. 8 of 2021 : The current implementing regulation governs RPTKA applications, changes, reporting and the foreign-worker compensation fund. The fund is generally USD 100 per position per person per month, subject to stated exemptions.
- Government Regulation No. 34 of 2021 : The regulation sets the framework for employing foreign workers. Corporate office, immigration status and the actual duties performed must be assessed together rather than inferred from a title alone.
- Directorate General of Immigration E28A investor visa information : The official visa category explains permitted investor activities, required corporate evidence and the shareholding evidence threshold. A director or commissioner below the stated shareholding threshold is directed to the appropriate work-visa route.
- Directorate General of Immigration limited-stay permit information : Immigration status is a separate approval layer. Incorporation, a corporate office appointment and a business licence do not automatically create a right to reside or work in Indonesia.
The facts can produce different results for a non-shareholding director, a qualifying shareholder-director and a director working outside Indonesia. Sector restrictions, location and actual duties can add further conditions, so the company should not reuse another director's file without a fresh assessment.
Start director authority only when all five records agree
The activation record should show the effective deed appointment, RPTKA approval or exemption basis, correct immigration category, approved work location and documented management duties. Payroll and signatory access should begin only after those records are checked together.
Use the same five-point test for every amendment. A change in shares, office, sponsor, location or productive duties should pause the old assumption and trigger a new written check before the director continues under the changed facts.
Build a controlled director start date
Sequence corporate effectiveness, work compliance, immigration and institutional access around one approved activation point.
Frequently asked questions
Are all foreign directors exempt from an RPTKA approval?
No. The implementing regulation contains specific exemption conditions, including conditions for certain directors or commissioners with share ownership and qualifying shareholders. Test the actual facts and retain the evidence.
Can a non-shareholding foreign director use an investor KITAS?
Do not assume so. Current E28A information states a share-ownership evidence threshold and directs a director or commissioner below that threshold toward the appropriate work-visa route.
Does a commissioner have the same operational authority as a director?
No. Under the Company Law, directors manage the company while commissioners supervise and advise. The deed and actual conduct must preserve that distinction.
When is DKPTKA generally paid?
The implementing manpower regulation generally sets USD 100 per position per person per month and provides for advance payment, subject to stated exemptions and the approved assignment.
What must be closed when a foreign director resigns?
Coordinate the corporate office change, signatory mandates, manpower records, immigration sponsorship or cancellation, payroll and tax treatment, and any required reports. Keep evidence of each closure.
