The aim of this research was to structures the system and business institutional of cocoa-based agro-industry therefore support the decision-maker in planning and developing of cocoa-based agro-industry more effectively. The Interpretative Structural Modeling (ISM) was used in this research. By using ISM, it could describe the system structural and cocoa-based agro-industry institutional. Driver Power (DP) Dependence (D) correlation matrix and sub-element of each element into four sectors also could be described. Element that could be described its structure and contextual relation between sub-element were needs, constraints, aims, and institutions involved in cocoa-based agro-industry development.