The change will not be legally recognized, and the new director cannot act on behalf of the company.
Changing a director in an Indonesian company is not merely an internal matter — it is a formal legal process that can affect your company’s operations, licenses, and even its ability to enter into valid agreements. Whether it’s due to resignation, removal, or a strategic shift, following the correct legal steps ensures business continuity and regulatory compliance.
So, how do you ensure a smooth and legally sound transition? Let’s dive into the legal process for director change in Indonesian companies.
Under Law No. 40 of 2007 on Limited Liability Companies (“Company Law”), directors play a vital role in managing the company. They represent the company in all legal matters, including signing contracts, managing assets, and fulfilling tax obligations.
Any change in directorship directly affects the company’s legal capacity, especially if that change is not properly documented and reported.
Director changes may happen for many reasons. The most common include:
A director may submit a written resignation to the Board of Commissioners or directly to the General Meeting of Shareholders (GMS), depending on the Articles of Association.
Shareholders have the power to dismiss a director through a resolution in the GMS. This is often due to performance issues, breach of fiduciary duty, or a shift in corporate direction.
Directors are typically appointed for a term (e.g., 3–5 years). Upon term expiration or unforeseen events like death, the company must appoint a replacement to preserve legal authority.
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The AOA outlines the specific procedures for appointment and dismissal. Deviating from this can nullify the appointment and result in non-recognition by the Ministry of Law and Human Rights (MOLHR).
The GMS is the ultimate authority. The company must convene the meeting according to procedure, with proper quorum and notification, to legally approve any director changes.
The board or shareholders (holding at least 10% of voting rights) may call a GMS. You must send proper notice to all shareholders within the required timeframe (generally 14 days prior).
The GMS must adopt a resolution to remove and/or appoint a new director. This resolution should clearly state the identity of the outgoing and incoming directors and the effective date.
A Notary must draw up the GMS minutes and resolution in a notarial deed in Bahasa Indonesia. This is a mandatory requirement under Indonesian law.
The notary will submit the notification electronically via the AHU Online system. The MOLHR will issue an updated Ministerial Decree acknowledging the director change.
Failure to register the change may:
That’s why compliance is non-negotiable.
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Avoid these with meticulous planning and professional legal support.
If your new director is a foreigner:
Simply put, foreign directorships come with additional red tape that needs experienced navigation.
At Kusuma & Partners Law Firm, we frequently assist both local and foreign clients in executing director changes swiftly and in full legal compliance. Here’s our advice:
We understand that leadership transitions are sensitive moments in any company’s lifecycle. That’s why our team handles every step with care, confidentiality, and compliance.
The legal process for director change in Indonesian companies is clear, but not always simple. From internal approvals to government reporting, each step matters — and skipping one can risk the entire process.
For business continuity, legal compliance, and reputation management, it’s crucial to handle directorship changes professionally and thoroughly.
Need help navigating director change in your company? We arehere to assist. Our experienced corporate law team ensures every legal requirement is met.
Fill in the form below to get our expert guidance.
“DISCLAIMER: This content is intended for general informational purposes only and should not be treated as legal advice. For professional advice, please consult with us.”
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