Nominee Director Service in Indonesia
A nominee director is a person who is appointed by the company to serve passively in the company. The term ‘Nominee’ is used to indicate that the director role is strictly a non-executive role in companies. The nominee director role is only provided to satisfy the Indonesian company law requirement to have at least one director in the company. The nominee director is not involved in managing the company directly, and will only act on the explicit instructions of the company.
Nominee directors are often used by foreign investors to serve as president director in a local limited liability company (PT), as this position can only be held by Indonesian citizens. Nominee directors are also frequently used by foreign investors during the establishment phase of a foreign owned limited liability company (PMA), to act as signatory of all corporate licenses and as representative during the establishment phase of the company.
PNB Law Firm can assist your company with drafting all the necessary agreements between the nominee director and the company.
Procedure to Appoint Nominee Director
The procedure for appointment of a nominee director is similar to the procedure of appointment of a regular director. The procedure is generally as follows:
- The shareholders decide in a general meeting of shareholders to appoint the nominee director.
- The decision of the shareholders is drawn up in a deed of appointment by a notary public.
- The new composition of shareholders is registered at the ministry of law and human rights, which shall issue a decree.
Once the decree of the ministry of law and human rights is issued, the nominee director is officially appointed as director and can start performing actions as director of the company.