Directors & Commissioners

Overview

The directors and commissioners module gives VillaTax a dedicated place for governance-level people records that should not be mixed with ordinary employee payroll management. Directors, commissioners, and equivalent governance-side roles have different payment structures, fiscal treatment, and documentation requirements from normal payroll staff. Keeping them in a separate module is the right design choice for a product that touches Indonesian entity administration and tax.

The module is available at Directors & Commissioners module.

Why Governance Roles Need Separate Treatment

Board-level roles are not another row in the employee table. Several important differences:

• Payment structure: director fees and commissioner honoraria are typically handled differently from salary. They may be paid quarterly or annually rather than monthly, and they may not include the same BPJS obligations as standard employment.
• Withholding treatment: for Indonesian-resident directors and commissioners, PPh 21 applies to director fees. For non-residents, PPh 26 applies. These are materially different treatment paths with different rates and documentation requirements.
• Non-resident director handling: a foreign director who is not a tax resident of Indonesia is subject to PPh 26 withholding rather than PPh 21. This distinction is critical and must be tracked correctly. The staff payroll module at Staff & Payroll module handles PPh 21 TER for resident employees; directors at Directors & Commissioners module is where non-resident withholding treatment is managed.
• Annual fiscal documentation: directors' payment records feed into SPT 1770 and SPT 1771 review. Having them organized in a dedicated place makes that connection cleaner.

What the Module Records

The directors and commissioners module organizes the governance-side information that matters for fiscal and operational review:

• Identity records: name, role (director, commissioner, president director, independent commissioner), and relevant identity documents
• Residency and tax-residency status: whether the individual is an Indonesian tax resident, a WNA with KITAS, or a non-resident. This determination drives the applicable withholding regime.
• Payment history: director fees and commissioner honoraria recorded by period
• Treaty-relevant context: where a non-resident director may be eligible for reduced PPh 26 rates under an applicable tax treaty, the relevant nationality and residency context is preserved here for use with the treaties module

PPh 26 for Non-Resident Directors

The most important fiscal dimension of this module is the handling of non-resident directors. Under Pasal 26 UU PPh, payments made to non-resident foreign parties are subject to 20% withholding unless a tax treaty provides a reduced rate. For director fees paid to a non-resident foreign director, PPh 26 applies, not the PPh 21 TER system used for resident employees.

VillaTax tracks this distinction at the record level. The director's residency status determines which withholding regime applies. If a director with non-resident status receives payment, the system flags the PPh 26 application and the relevant documentation requirements. Actual treaty rate reduction requires proper DGT form documentation, which the tax treaties module supports.

Relationship to Capital Structure and Payroll

The directors and commissioners module sits adjacent to, not inside, normal payroll or capital structure:

• Staff payroll covers standard employees: Indonesian residents and tax-resident WNA under PPh 21 TER
• Directors and commissioners covers governance-side roles: directors, commissioners, and the fiscal treatment of their compensation
• Capital structure describes who owns the entity; directors describe who governs it. These are distinct concepts, even when the same individuals appear in both roles.

For small entities where the owner is also the sole director, both modules are relevant. The owner's equity position lives in capital structure; their governance role and compensation live in directors and commissioners.

What the Module Does Not Do

This module should not be described as a corporate-secretarial system. It does not maintain formal board minutes, track regulatory filings with AHU, or replace the legal governance process for PT and CV structures. It is a structured fiscal and operational record of governance roles and compensation, the layer that makes annual tax review, declaration preparation, and foreign director withholding management easier inside VillaTax.

Getting Started

Use Directors & Commissioners module to add director and commissioner records as soon as the entity is configured. Set the residency status for each individual carefully; it determines which withholding regime applies. For non-resident directors receiving compensation, coordinate with the tax treaties module if treaty-reduced rates may apply. Keep payment records updated each period so the annual review of director compensation is grounded in a complete, period-by-period record rather than reconstructed from memory.