The Commissioner as a Corporate Organ
Based on the Article 109(1) of Government Regulation in Lieu of Law No. 2 of 2022 on Job Creation (Perppu Cipta Kerja), which amends Article 1 number (2) Law No.40 of 2007 (Company Law), the organ of the limited liability company consist of General Meeting of Shareholders (Rapat Umum Pemegang Saham or “RUPS”), the Board of Directors, and the Board of Commissioners. The Board of Commissioners performs general and/or specific supervisory duties in accordance with articles of association and provides advice to the Board of Directors.
The qualification requirements of a commissioner are set out in Article 110 of the Company Law. A commissioner must be an individual capable of performing legal acts and must not have, within 5 years prior to appointment:
- been declared bankruptcy;
- served as a member Board of Commissioners who was declared at fault causing a company to be declared bankrupt; or
- been convicted of a criminal offence detrimental to state finances and/or related to the financial sector.
Notably, Article 110 of the Company Law does not restrict the nationality of a commissioner. Foreign nationals (WNA) are therefore legally permitted to serve as commissioners in Indonesian companies, including PT PMA.
Foreign Nationals as Commissioners: Work Permit and Residence Permit Requirements
When a foreign national serves as a commissioner in Indonesia, two separate regulatory frameworks become applicable: manpower law (governing work permits) and immigration law (governing residence permits).
Work Permits (RPTKA)
Under Article 2 of the Regulation of The Minister of Manpower No. 8 of 2021 on the Use of Foreign Workers (“MoM Regr 8/2021”), any employer engaging foreign workers (Tenaga Kerja Asing or TKA) must hold an approved Foreign Worker Utilization Plan (Rencana Penggunaan Tenaga Kerja Asing or RPTKA), in practice, the work permit. The RPTKA specifies the position and the duration for which the foreign workers are authorized to be employed.
The RPTKA approval process involves two stages:
- Stage 1 – Feasibility Assessment: Submission of the RPTKA application, resulting in the issuance of a Feasibility Assessment Letter upon approval.
- Stage 2 – RPTKA Ratification: Formal ratification of the RPTKA by the Minister of Manpower, authorising the use of the foreign worker in the designated position.
Residence Permit: Visa Type E25A
Referring to the Decree of the Minister of Immigration and Corrections No. 01 of 2025 and its appendix, determining the Visa E25A specifically for foreign nationals performing work as commissioners in an employment relationship with a sponsor in Indonesia.
The holder of Visa E25A is entitled to the following rights:
- carry out work activities within an employment relationship;
- bring family members to reside in Indonesia, subject to applicable immigration regulations;
- enter and exit Indonesian territory while a valid re-entry permit is in force;
- conduct investment-related activities;
- participate in discussions, negotiations, and signing of business agreements;
- undertake tourism activities, purchase goods, and visit family or friends;
- receive remuneration from their work.
The holder is also subject to the following obligations:
- comply with applicable employment laws and other relevant regulations;
- adherence to the employment contract;
- respect local customs, culture, and community values;
- maintaining sufficient living expenses while in Indonesia.
The following are prohibitions applied to the holder:
- staying in Indonesia beyond the authorised period of the residence permit;
- performing work that falls outside the scope authorised by the residence permit;
- engaging in the transactions of goods or services, except where incidental to the permitted work;
- undertaking activities outside those permitted under the visa category, unless a concurrent activity or change-of-activity application has been submitted and approved.
Commissioners Using Visa on Arrival (VoA)
Based on MNP practice, it is not uncommon in PT PMA to find foreign commissioners who are not domiciled in Indonesia and who do not receive direct remuneration from the company. In such cases, some companies chose not to arrange a work permit or a residence permit for the commissioners. Consequently, when visiting Indonesia, these commissioners frequently enter the country using other visa types, including, in many instances, a Visa on Arrival (VoA).
Under Decree of the Minister of Immigration and Correctional Affairs of the Republic of Indonesia No. 01 of 2025, VoA or Visa B1 may be used for business activities and attending meetings. However, holders of VoA are expressly prohibited from receiving any compensation, wages, or equivalent benefits from individuals or corporations in Indonesia. A foreign commissioner entering Indonesia on VoA therefore, in principle, not in violation, provided that the activities conducted remain within the scope of a business visit. Yet, it may carry the risk of an administrative violation where, in practice, the commissioner engages in activities that exceed what VoA permits, particularly if this is identified during an immigration audit or unannounced inspection by the authorities.
This risk is further compounded by an important regulatory position: from the perspective of both manpower and immigration authorities, a commissioner whose name appears in the company deed is treated as a worker and is, by extension, presumed to receive remuneration from the company. Accordingly, it is advisable for commissioners to hold the appropriate work permit and residence permit when entering Indonesia, in order to avoid administrative sanctions that may be imposed in the event of an unannounced immigration inspection.
To read the article in PDF version, click here
Read our article regarding Deportation of Foreign Investors During PT PMA Establishment here https://murzallawfirm.com/deportation-of-foreign-investors-during-pt-pma-establishment-legal-grounds-and-available-remedies/
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