What Does a Corporate Secretary Do in Indonesia?

What Is a Corporate Secretary?

The Role of a Corporate Secretary

A corporate secretary is the person or function responsible for a company's governance and administrative compliance. They act as a link between the board of directors, the shareholders, and regulators, making sure corporate decisions are properly documented and that legal obligations are met on time.

In practice, a corporate secretary keeps the company's formal records in order, prepares and supports meetings, and monitors regulatory requirements that affect the company. They also advise management on governance matters, particularly when the company undergoes structural changes.

Corporate Secretary vs Corporate Secretarial Services

The two terms are related but not the same.

• Corporate secretary refers to a specific person or position, either appointed inside the company (in-house) or, for listed companies, formally designated under capital market rules.
• Corporate secretarial services refer to a service package, usually from a professional provider, that covers corporate secretarial tasks such as record keeping, document preparation, and filings.

Many companies, especially privately held and foreign-owned ones, use corporate secretarial services instead of employing a dedicated corporate secretary.

What Does a Corporate Secretary Do?

Corporate Records and Documentation

Keeping accurate corporate records is the core of the role. This typically includes:

• Maintaining the register of shareholders and the register of directors and commissioners
• Safekeeping the articles of association and their amendments
• Storing minutes and resolutions of general meetings of shareholders (GMS) and board meetings
• Keeping company licenses, approvals, and key corporate documents up to date

Well-kept records make audits, due diligence, financing, and investor reporting much smoother.

Shareholder and Board Meeting Support

A corporate secretary helps the company hold valid, well-documented meetings. Typical tasks include:

• Preparing meeting notices, agendas, and supporting materials
• Coordinating attendance, quorum, and voting procedures
• Drafting minutes and resolutions, and following up on decisions made
• Ensuring meetings follow the company's articles of association and applicable law

Corporate Changes and Regulatory Filings

When a company changes, the change usually needs to be formally documented and reported. A corporate secretary commonly supports:

• Appointment or replacement of directors and commissioners
• Changes in shareholders or share ownership
• Amendments to the articles of association, such as company name, capital, or business activities
• Notifications and filings to relevant authorities, such as the Ministry of Law
• Ongoing reporting and compliance tasks that apply to the company's profile

Missing a deadline or filing incorrectly can create legal and administrative problems, so this is one of the most valuable parts of the role.

Is a Corporate Secretary Required in Indonesia?

Requirements for Issuers and Public Companies

Yes, for listed companies. Under the Financial Services Authority (OJK) regulations, issuers and public companies must appoint a corporate secretary. This person's role includes following capital market developments, advising the board on regulatory compliance, supporting good corporate governance, and acting as the liaison with OJK, shareholders, and the public.

Considerations for Privately Held Companies

For a standard privately held company (PT), Indonesian company law does not require a formally titled "corporate secretary." However, the company must still maintain required corporate records, hold meetings properly, and report changes to the authorities. The directors remain legally responsible for these obligations.

For this reason, many private and foreign-owned companies assign the tasks to an internal staff member or outsource them to a corporate secretarial services provider.

When Does a Business Need Corporate Secretarial Support?

Managing Changes to Directors or Shareholders

Support is especially useful when the company's structure changes, such as:

• Appointing or replacing directors or commissioners
• Transferring shares or bringing in new investors
• Preparing for restructuring, mergers, or foreign investment
• Updating company data with the authorities after a change

These events involve multiple documents, approvals, and deadlines, and errors can delay the process or affect the validity of the change.

Maintaining Corporate Records as a Business Grows

As a company grows, so does the volume of its documents, meetings, and compliance duties. Signs that you may need support include:

• Records are scattered across several people or systems
• Meeting minutes or resolutions are missing or outdated
• The team lacks time or knowledge of regulatory requirements
• Investors, auditors, or banks request corporate documents that are hard to produce

Discuss Your Corporate Secretarial Requirements with CPT Corporate!

Every company's needs are different, depending on its structure, ownership, and growth stage. CPT Corporate can help you review your current corporate secretarial needs and recommend support that fits your business. Contact CPT Corporate today to discuss your requirements.

FAQ

What Do Corporate Secretarial Services in Indonesia Include?

Services typically include maintaining statutory records and registers, preparing meeting documents and minutes, handling changes to directors, commissioners, or shareholders, preparing amendments to the articles of association, and assisting with regulatory filings and notifications. The exact scope depends on the provider and the company's needs.

How Much Do Corporate Secretarial Services Cost in Indonesia?

Fees vary based on the scope of work, the number and complexity of corporate actions, the size and structure of the company, and whether the service is ongoing or one-off. Some providers offer monthly or annual packages, while others charge per task. It is best to request a tailored quote based on your requirements.

Should a Company Outsource Corporate Secretarial Services or Hire an In-House Corporate Secretary?

It depends on the company's size and needs. An in-house corporate secretary suits companies with frequent, complex governance requirements, such as listed companies. Outsourcing is often more practical for small and mid-sized companies and foreign-owned businesses, because it provides access to expertise without the cost of a full-time hire, and can scale as the business grows.

Can Foreign-Owned Companies Outsource Corporate Secretarial Services in Indonesia?

Yes. Foreign-owned companies (PT PMA) commonly outsource corporate secretarial tasks. A local provider understands Indonesian regulations and filing procedures and can help the company stay compliant, particularly when the shareholders or directors are based overseas.

How Do You Choose a Corporate Secretarial Services Provider in Indonesia?

Consider the provider's experience with companies similar to yours, the clarity of its service scope, its knowledge of current Indonesian regulations, its responsiveness and reporting process, and the transparency of its fees. Asking for a clear explanation of what is and is not included will help you compare options.