Who a villa PT PMA needs: shareholders, directors and commissioners

Many villa PT PMAs are set up with one real owner and a second name added to satisfy the notary. The company law is specific about why the second name is there, and about what happens to the real owner when it goes.

Seven words on a deed of establishment

The terms of the company law.

Two shareholders, and the six-month trap

Founding

A PT is founded by two or more persons by notarial deed in Indonesian, and every founder takes shares at founding (UU 40/2007, Pasal 7(1)-(2), as amended by UU 6/2023, Pasal 109). It becomes a legal entity when registered with the minister (Pasal 7(4)).

Falling to one

If, after that, the shareholders fall below two — one sells out, dies, or was only ever a name — the remaining shareholder has six months to transfer shares to someone else or have the company issue new shares (Pasal 7(5)). After six months, the remaining shareholder is personally liable for all the company's obligations and losses, and on application a court can dissolve the company (Pasal 7(6)). The limited liability that was the point of the company is gone.

Who is exempt

The 2023 amendment exempts state companies, regional and village enterprises, capital-market institutions, and companies meeting the criteria for micro and small businesses (Pasal 7(7)). A company categorized as foreign investment is a large business (Permeninves/BKPM 5/2025, Pasal 26(1)), so the exemption is not available to a PT PMA.

Three ways a villa company ends up with one shareholder

• A partner sells out to the other. The six months start the day the second shareholder's shares move to the first.
• A shareholder company is wound up or merged away. Its shares go wherever the liquidation sends them; if they go to the other shareholder, the clock starts.
• The second shareholder was a name. A shareholder who never acted as one may leave without notice. The law counts shareholders, not intentions.

In each case the fix is the same and must be done inside six months: transfer some shares to another person, or issue new shares to one (Pasal 7(5)).

The two boards, and a foreign director

Directors

The directors manage the company in its interest and within its purpose; the board has one or more members, at least two only for companies handling public funds, issuing debt to the public, or listed (Pasal 92). A director must be legally capable and must not, in the five years before appointment, have been declared bankrupt, have been a director or commissioner found guilty of causing a bankruptcy, or have been convicted of crimes harming state finances or in the financial sector (Pasal 93(1)). The GMS appoints directors for a fixed term; the first are named in the deed of establishment (Pasal 94).

Commissioners

The board of commissioners supervises the directors' management and advises them; one or more members, two for the same special companies (Pasal 108). It reviews the annual report before the GMS. The annual cycle.

The foreign director's stay

Holding a board seat does not by itself give a stay permit. The investor limited-stay visa for up to two years needs proof of shareholding of at least IDR 10 billion; a foreigner who is a director or commissioner but does not meet it applies for a limited-stay visa for work under the manpower rules instead (Permenkumham 22/2023, Pasal 38(2) and (5), as amended by No. 11/2024). Stay permits for owners.

The company's other numbers are separate again: at least IDR 2.5 billion of paid-up capital and more than IDR 10 billion of investment including land for accommodation. The PT PMA rules.

What this page does not cover

• Work permits for foreign directors. The manpower rules were not read.
• Nominee shareholders. Not a structure we describe.
• Articles of association. Each company's own.

Common questions