Understanding Structure and Capital Split Among PMA Company Shareholders

March 7, 2025

When setting up a PT PMA Foreign-Owned Company in Indonesia, it is crucial to understand the capital distribution and the roles of shareholders to ensure compliance and smooth operations. According to the regulation, a PMA company has a minimum of two shareholders. However, what if a PMA Company has four shareholders instead of the standard two? How will the capital be divided among the shareholders? Who is eligible to serve as the director and the commissioner?

Keep reading. We’ll break it down for you!

PMA Company Shareholders: The Capital Split And Roles

A PMA Company must have a minimum capital requirement of IDR 10 Billion and at least two shareholders as a Director and a Commissioner. The Director must present the whole minimum capital requirement and hold an Investor ITAS. There is no strict limit on the maximum number of shareholders, however, in a simple two-shareholder setup, the capital split would be:

There is no strict limit on the maximum number of shareholders, however, in a simple two-shareholder setup, the capital split would be:

Director (99%) = IDR 10 Billion
Commissioner (1%) = IDR 100 Million

So the total capital would be IDR 10,100,000,000.

In case all the shareholders need to hold an Investor ITAS, they can split the shares to:

Director (50%) = IDR 10 Billion
Commissioner (50%) = IDR 10 Billion

So the total capital would be IDR 20,000,000,000.

Meanwhile, in a company with more than two shareholders—for instance, a four-shareholder PMA Company, the total capital must be adjusted accordingly based on the discussion between all shareholders. Here’s an example of how capital splits in a company with four shareholders:

Director (80%) = IDR 10 Billion
Commissioner (10%) = IDR 1,250 Million
Commissioner (5%) = IDR 625 Million
Commissioner (5%) = IDR 625 Million

So the total capital would be IDR 12,500,000,000.

Reading suggestion: Three Things You Need to Prepare Before Registering a PT PMA Company

The ideal structure and roles of a PMA Company with four shareholders are:

President Director
Full authority over company decisions and document signings.
Director
If the President Director is unavailable, the Director can directly represent them without a power of attorney.
Commissioner
Supervise and advise the board of directors.
Shareholder
Has the right to vote on matters that affect the company’s strategy and operations.

Stay Permit Visa for Running a PMA Company in Bali

All shareholders who present at least IDR 10B of the capital, can hold an Investor ITAS. This stay permit visa allows foreigners to stay and actively manage their investments in Indonesia.

Reading suggestion: Differences Between Investor ITAS & Working ITAS

Holding an Investor ITAS provides several advantages, such as:

Get Expert Support

Structuring a PT PMA with multiple shareholders can be complex, especially when considering capital distribution, shareholder roles, and ITAS requirements. Missteps in these areas could lead to operational and legal challenges.

At Usaha Expat, we specialize in ensuring your company structure meets all legal requirements while maximizing operational efficiency. Whether you’re setting up a new PT PMA or restructuring an existing one, our team is ready to guide you every step of the way.