PT PMA Shareholder vs Director: Rights, Authority, Liability, and Work Status

Separate ownership rights from management authority

A shareholder owns shares and exercises rights through corporate decisions; a director represents and manages the company within the deed, shareholder resolutions, and Indonesia Company Law . One person may hold both roles, but the legal capacities remain separate. A share certificate or capital contribution does not itself create bank-signing power, authority to bind the company, or permission to perform day-to-day work in Indonesia. For the role separation, the immediate acceptance point is to approve owner-level matters against the documented shares, voting rights, and resolutions.

Record each decision in the correct capacity. Shareholder matters should have the required resolution and voting evidence; director actions should be supported by the current deed, AHU record, board authority, contract, bank mandate, and any required immigration or manpower permission. Mixing the roles can make a payment, employment action, related-party agreement, or account instruction difficult to approve and later difficult to audit. Within the role separation file, the responsible officer should preserve deed, AHU record, and signing mandate as evidence for the decision to represent the company within authority.

Design lawful ownership, board roles, and signing authority

The governance file should identify shareholders, subscription amounts, directors, commissioners, authorized signers, reserved decisions, and beneficial owners. Under the Indonesian Company Law, a conventional PT is established by two or more persons subject to statutory exceptions, and its organs include the shareholders' meeting, board of directors, and board of commissioners. PT PMA planning should use the conventional corporate framework unless qualified Indonesian advice confirms another route. For the role separation, the immediate acceptance point is to check eligibility and practical presence against the documented directors, commissioners, and duties.

Check the current consolidated effect of the Indonesian Company Law and sector rules with the notary. Foreign directors or commissioners can raise immigration, employment, tax-residency, bank-presence, and practical signing questions even where corporate eligibility is available. Define who can bind the company, open and operate accounts, approve payments, sign tax filings, and respond to authorities before the deed is executed. Within the role separation file, the responsible officer should preserve reserved matters and signing limits as evidence for the decision to adopt resolutions and controls.

Trace signing power from the deed to the specific transaction

A director's title does not answer every authority question. Start with the Indonesian Company Law , the articles of association, current AHU record, shareholders' or board resolutions, reserved matters, transaction thresholds, joint-signature rules, conflicts, and any lender, license, or shareholder-agreement condition. Then identify the legal act: an ordinary contract, property commitment, financing, guarantee, bank instruction, employment action, notarial deed, tax filing, OSS declaration, or delegated power can require different evidence. For the role separation, the immediate acceptance point is to verify before commitment against the documented signer, joint rules, and power of attorney.

Prepare an authority certificate for material transactions that states the company, current directors, relevant constitutional clause, approval body, resolution date, signatory combination, financial limit, validity, and exclusions. Compare it with the counterparty's original or independently verified corporate documents. A specimen signature, business card, email, or possession of a company stamp is not enough. Where authority is delegated, inspect the power of attorney, authentication, substitution right, expiry, revocation, and whether the principal retained the power to grant it. Within the role separation file, the responsible officer should preserve deed, AHU record, and reserved matters as evidence for the decision to use current corporate evidence.

Test whether a foreign director's real conduct is work

Appointment as a director answers a corporate governance question; it does not automatically answer the manpower and immigration question. Under Government Regulation 34 of 2021 and Minister of Manpower Regulation 8 of 2021 , the company must classify the real position, duties, work locations, duration, employer relationship, and required approvals. Board oversight, signing a reserved document, directing staff every day, selling, and delivering client work are not interchangeable activities. For the role separation, the immediate acceptance point is to prove the appointment against the documented deed, AHU record, and reserved authority.

Write a duty schedule before choosing the title or visa. Identify recurring operational tasks, decision frequency, customer and employee contact, physical locations, remuneration, delegation, and the Indonesian organization supporting the role. The approved deed, RPTKA or other manpower output, stay permit, employment record, payroll treatment, and actual conduct should tell the same story. If duties change, reassess before the new activity begins. Within the role separation file, the responsible officer should preserve calendar, job description, locations, and reporting as evidence for the decision to classify the conduct.

Reserved matters and payment limits should be stress-tested with director-shareholder conflict controls before one person receives exclusive signature or system access.

Translate director authority into a bank-accepted mandate

Corporate authority and bank authority must be reconciled, not assumed. A bank can review the deed, AHU profile, board composition, resolutions, specimen signatures, UBOs, tax data, business purpose, and individual KYC before deciding who may open or operate the account. The current BCA corporate current-account requirements , for example, describe corporate representatives, powers of attorney, individual-customer data, and supporting documents; another bank may apply a different process. For the role separation, the immediate acceptance point is to configure account access against the documented signing rules, limits, maker-checker, and tokens.

Prepare a mandate matrix for account opening, transfers, beneficiaries, foreign exchange, loans, cards, cash-management platforms, token custody, limit changes, and closure. Compare single and joint signing, transaction limits, maker-checker roles, temporary powers, and revocation. The final bank forms and system setup should match the approved corporate resolution, and access should be tested before the company receives customer money or makes a material payment. Within the role separation file, the responsible officer should preserve revocation and bank KYC refresh evidence as evidence for the decision to remove old authority promptly.