Resident Director Numbers in Indonesia: Which Requirements Apply to Your Company?

Start with the legal seat count

For an ordinary private PT, begin with Article 92(3), which allows one or more members of the board of directors. Article 92(4) changes that floor to at least two where the company's business concerns collecting or managing public funds, where it issues debt instruments to the public, or where it is a public company. These are triggers tied to activity or status. Foreign investment by itself is not one of those three triggers.

The Company Law's director provisions also allow competent technical authorities to impose additional eligibility requirements under Article 93(2). Therefore, an ordinary private trading company and a regulated financial business cannot safely share a single staffing answer. Check the precise activity and regulatory status before treating the general minimum as the final number.

Next read the company's articles of association. A statutory minimum does not establish that a larger board specified in the articles can be left partly vacant. Record both the legal floor and the board composition the company has adopted. If those differ, the appointment plan must address the governing documents as well as the legislation.

Keep the board of commissioners outside this calculation. Article 108 assigns that organ a supervisory and advisory function, distinct from management by the directors. A proposal containing one director and one commissioner contains one director, not two.

At incorporation, the proposed appointments belong within the broader company registration in Indonesia process: the deed and corporate records need to identify the people who will hold each role. An operational staffing plan should then connect those appointments to the work the company actually expects them to perform.

Identify who needs resident status and why

A request for a “resident director” is incomplete until you know who made it and what they mean by residence. Ask for the exact provision or written institutional requirement. The response should identify whether the issue concerns the company, every director, one individual, an authorised representative or a proposed bank signatory.

Adding a director does not automatically cure a residence or permission problem. A person may be available locally yet lack the appropriate permission for the intended activity. Conversely, a director's overseas address may prompt a bank documentation question without establishing a statutory requirement to appoint another director.

Use the following register to turn a general request into a decision. The legal starting points are Company Law Articles 8, 92 and 93 ; the personal-residence test, immigration permission and bank evidence come from their separate sources discussed below.

The same proposed board must pass several different checks. Keeping their evidence separate makes it easier to see which requirement actually changes an appointment.

Test the person's tax and activity position

Assess each proposed director individually. Tax residence is not determined solely by nationality or the word “director” in a deed. Under Articles 3 and 4 of the Directorate General of Taxes' PER-23/PJ/2025 , an individual can be an Indonesian domestic tax subject through residing in Indonesia, being present for more than 183 days within a 12-month period, or being present during a tax year with an intention to reside.

The alternatives matter. Spending fewer than 184 days in Indonesia does not, by itself, settle the person's status if another test applies. Keep a travel record and the facts relevant to a home or intention to live in Indonesia. The regulation describes evidence including certain longer-term stay documents and contracts. Where both countries treat the person as resident, Article 11 directs the analysis to the relevant tax treaty.

The company's own tax status is a separate question. Article 3 addresses entities established or domiciled in Indonesia, while Article 5 explains the entity tests. Do not substitute an individual director's residence analysis for the company's tax registration and obligations. This distinction is particularly relevant when a foreign group proposes to manage its Indonesian subsidiary from overseas.

Match local activity to immigration and employment conditions

A corporate appointment establishes an office; it does not by itself resolve immigration permission. The official E28A investor visa conditions permit specified investment and director or commissioner activities at the company in which the foreign national invests, subject to that route's requirements. The same page directs directors or commissioners below its qualifying shareholding condition towards a work visa appropriate to their position.

Describe the intended activities before choosing the route: occasional board involvement, regular management and hands-on operational duties need a clear factual description. Separately check the employer's foreign-worker compliance position, including whether a manpower-plan approval requirement or a lawful exemption applies. Government Regulation 34/2021 governs the foreign-worker framework; an immigration category should not be treated as the answer to every employment obligation.

Separate bank acceptance from board size

A bank may need to verify a director's identity, tax information and authority even when the company's board composition meets company law. Treat a bank's request as an account-opening or relationship condition unless the bank identifies an independently applicable legal rule. It is not evidence that every Indonesian company must appoint the same number of resident directors.

For example, BCA's published Giro requirements call for corporate applicants' constitutional documents, current management records, legal approvals or notifications, tax information and Business Identification Number (NIB). They also require the management representative entitled to open the account to complete individual customer data. BCA describes authorised account-opening arrangements for corporate customers, subject to its requirements.

Use that example to prepare a coherent file, not to assume every bank accepts the same solution. Confirm whose presence is needed, which identity and stay documents apply to each foreign person, whether an authorised representative is acceptable, and how the bank checks the authority. Obtain the current checklist for the chosen product and applicant.

The practical issue is accepted signing authority . Evidence may need to connect the current deed, appointment records, constitutional representation rules and an authorised person's documents. The distinction between those records is developed in the account-preparation discussion of evidence connecting the company and its signatories . A bank's final acceptance remains its own decision.

Document the board plan before appointments

Prepare one board record with separate evidence for each condition, rather than a single box marked “resident director arranged”. The record should show the total seats required, the appointed people, any role-specific location condition and the evidence still outstanding. This is a planning method, not a prescribed government form.

1. Record the company category and activities. State whether any Article 92(4) trigger applies and identify the relevant sector regulator or licence condition, where applicable.
2. Reconcile the required seats with the articles and current appointments. Identify a vacancy, an additional appointment or an amendment that needs to be addressed.
3. Prepare a person-by-person schedule: name, role, nationality, actual home base, expected time in Indonesia and intended activities. Attach the relevant residence and permission assessment rather than inferring it from the title.
4. Obtain the chosen bank's written documentation and authority requirements. Record a clear owner for every missing document or verification step.
5. Confirm the appointment and filing sequence with the notary before relying on a new director's authority. Keep the resolution, deed and applicable official notification or recording evidence aligned.

Article 94 distinguishes initial appointments by the founders in the establishment deed from later appointments by the general meeting of shareholders (RUPS), and addresses notification of appointment changes. For an existing company, therefore, do not assume a commercial agreement to supply a director has completed the corporate change.

Make the record usable after incorporation. Assign responsibility for monitoring changes in role, location, stay permission and banking authority. A replacement or relocation should trigger a review of the affected evidence, rather than a fresh assumption that the original arrangements still work.

Decide whether another director solves the gap

Add another director when an applicable minimum, the company's governing documents or a considered management decision calls for another seat. Where the unresolved issue is a named person's residence evidence, permitted activities or acceptance as a bank representative, resolve that specific issue before concluding that a larger board is necessary.

Escalate the appointment plan when someone asserts a mandatory resident quota without identifying the provision, when a sector condition has not been mapped to the actual business, or when the proposed person cannot perform the role within the applicable permissions. The useful endpoint is a documented board size and a supported position for each appointee, followed by corporate records and institutional requirements that agree with that plan.