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 offers director nominee services to clients, where we will appoint one of our firm’s partner as nominee director. By this way we guarantee the highest standard of security and service delivery to our clients.
Benefits of nominee Director
The benefits of appointing a nominee director through PNB Law Firm are listed below:
We offer flexible director nominee arrangements, with client-friendly service contract terms;
Our lawyers have extensive knowledge of the Indonesian legislation to ensure full compliance of all corporate actions performed by the nominee director;
We appoint partners as nominee director, which guarantees that the duties are performed utmost honesty and integrity.
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.