Establishing a Business in Indonesia – Forming a Private Company
By Ira A Eddymurthy and Revaldi N Wirabuana
The formation process of a limited liability company (PT) in Indonesia is as follows:
- Reserving the name of the PT with the Ministry of Law and Human Rights (MOLHR). This is usually handled by a notary. The name of the PT must be in Indonesian. Other statutory requirements are set out in Government Regulation No. 43 of 2011 dated 4 October 2011 regarding the Procedure for the Submission and Usage of Name of PT.
- Executing and obtaining approval for the PT's articles of association (AOA). Filing of the AOA with the MOHLR must be made electronically by a notary. The notary must complete the prescribed electronic form with the required information and supporting documents and submit them to the MOLHR at the latest 60 days after the date of execution of the deed of establishment containing the AOA. The AOA are prepared in the form of a notarial deed in Indonesian. The MOLHR will issue electronically its signed decision to approve the PT as a legal entity at the latest 14 days after it receives the complete application and supporting documents. The MOLHR's approval will also contain evidence of registration of the PT with the company registry maintained by the MOLHR.
- Obtaining the PT's certificate of domicile. This is obtained from the competent local sub-district office.
- Obtaining a taxpayer registration number (Nomor Pokok Wajib Pajak (NPWP)) and a taxable entrepreneur registration number (PKP number). These are obtained from the competent local tax office.
- Registration of the AOA with the Ministry of Trade (MOT). Following approval of the PT's AOA by the MOLHR, the PT must be registered in the Company Registry at the relevant MOT regional office within three months of starting business. This process is now integrated into the Online Single Submission (OSS) system and the business registration number (Nomor Induk Berusaha or NIB) issued by the OSS system also serves as evidence of registration with the MOT.
- Publication of the AOA in the State Gazette. Following MOLHR approval and MOT registration, the AOA must be submitted to the State Printing Office for publication in the Supplement to the State Gazette. This step is traditionally handled by a notary. The Indonesian Company Law requires the MOLHR to announce the deed of establishment of the PT along with MOLHR's approval of the deed in the Supplement to the State Gazette within 14 days from approval.
The average timeline to establish a non-PMA PT is one month, while the establishment of a PT PMA may take six to eight weeks. The establishment of a PT involves payment of notary fees, which vary from one notary to another.
The AOA of a PT must comply with the requirements of the Company Law. While the Company Law does not provide model AOA, it lists the minimum contents that must be incorporated in AOA. These include the:
- Name and domicile of the company.
- Purposes, objectives and business activities of the company.
- Period of incorporation of the company.
- Amount of authorized share capital, issued share capital and paid-up share capital.
- Number of shares, share classes (if any), including the number of shares in each class, rights attached to each share, and nominal value of each share.
- Title or position and number of members of the board of directors (BOD) and board of commissioners (BOC).
- Place and procedures for holding general meetings of shareholders.
- Procedures for the appointment, replacement and dismissal of members of the BOD and BOC.
- Procedure for the use of profits and distribution of dividends.
This first appeared in the Thomson Reuters Practical Law Q&A guide to Establishing a Business in Indonesia. You can find the full Q&A guide here.
This publication is intended for informational purposes only and does not constitute legal advice. Any reliance on the material contained herein is at the user\'s own risk. You should contact a lawyer in your jurisdiction if you require legal advice. All SSEK publications are copyrighted and may not be reproduced without the express written consent of SSEK.