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Indonesian Legal Brief

Limited Liability Company
Establishment, Merger, Acquisition and Liquidation

A. Legal Basis
The laws and regulations related are as follows:
1. Law No. 25 of 2007 regarding Investment (“Law 25/2007”);
2. Law No. 40 of 2007 regarding Limited Liability Company (“Law 40/2007”);
3. Government Regulation No. 24 of 2018 regarding Online Single Submission (“GR 24/2018”);
4. Presidential Regulation No. 44 of 2016 regarding Negative Investment List (“PR 44/2016”);
5. Presidential Regulation No. 20 of 2018 regarding Foreign Manpower Utilization (“PR20/2018”); and
6. Indonesia Investment Coordinating Board Regulation No. 6 of 2018 regarding Investment License & Facility
(“BKPMR 6/2018”).
B. General Overview
The definition of Limited liability Company or Perseroan Terbatas pursuant to Law 40/2007 is a capital cooperation
in the form of a legal entity which established based on an agreement to conduct a business activity by using an
authorized capital

business entity formed under Law

badan hukum yang
merupakan persekutuan modal, didirikan berdasarkan perjanjian, melakukan kegiatan usaha
dengan modal dasar yang seluruhnya terbagi dalam saham dan memenuhi persyaratan
yang ditetapkan dalam Undang-Undang ini serta peraturan pelaksanaannya

To establish a limited liability company (“Company”), there are several general requirements as follow:
1.
2.
3.
4. Shareholders
Pursuant to Article 7 paragraph 1 Law 40/2007, a Perseroan must consist of 2 (two) or more legal entity(s) or
person(s).

Further, based on PR 44/2016, the minimum foreign ownership of shareholder in Perseroan for impresario
business activity are as follows:
a. 67% (sixty seven percent) if the foreign investment originated from outside ASEAN countries; and/or
b. 70% (seventy percent) if the foreign investment originated from ASEAN countries.
5. Capital Investment
Article 6 paragraph 3 BKPMR 6/2018 mentioned that to establish a PMA Company, subject to specified
business activity, the PMA Company must meet the following requirements:
a. total minimum investment is in the amount of IDR10,000,000,000 (ten billion Indonesian Rupiah), not
including land and building;
b. total minimum paid-up capital is in the amount of IDR2,500,000 (two billion five hundred million
Indonesian Rupiah); and
c. each shareholder must obtain a share in the PMA Company and the minimum value of the said shares is
in the amount of IDR10,000,000 (ten million Indonesian Rupiah).
6. Perseroan Organ
a. Board of Directors

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As reflected in Article 92 Law 40/2007, the main objective of Board of Directors (“BoD”) is to control of
the Perseroan for the best interest of Perseroan in accordance with the purposes and objective of
Perseroan which stipulates in the article of association subject to any laws and regulations prevail. The
BoD shall consist of 1 (one) person or more which main tasks shall be based on general meeting of
shareholder’s resolution. In the event there are more than 1 (one) person as the member of BoD, than one
member of such BoD must be the President Director of Perseroan.
Hence, a BoD shall have collegial and having the authorization to represent and responsible for the best
interest of Perseroan within judicial proceedings. Yet, a human resources affair within Perseroan must be
undertaken by any member of BoD whom having an Indonesian nationality.
b. Board of Commissioner
Pursuant to Article 108 Law 40/2007, the Board of Commisioner (“BoC”) main objective is to provide
supervision regarding the policy and management of Perseroan, in general, whom is undertaken by BoD
subject to the main objective of Perseroan based on general meeting of shareholder’s resolution. In the
event there are more than 1 (one) person as the member of BoC, than one member of such BoC must be
the President Commissioner of Perseroan
c. General Meeting of Shareholders
In general terms, General Meeting of Shareholders (“GMS”) is a forum to convene among shareholders
BoC of Perseroan to determine the objective and/or any maters in relation with the Perseroan. As
mentioned in Article 75 Law 40/2007, has the authority which are not given to BoD or BoC subject to laws
and regulations also article of association of Perseroan. Further, GMS is entitled to obtain any information
whatsoever related to Perseroan from BoD and BoC.

C. General Proceedings
In general, the proceeding of Corporate Services shall be in the following diagram:

1. Deed of Establishment
Prior the commencement of the whole proceeding, the Company must submit 3 (three) options of PMA
Company’s name to be checked by the Notary its availability or its eligibility. Hence, it shall be opted 1 (one)
option to be registered properly under the following guidelines:
a. shall not be the same or similar with another established company;
b. must have minimum 3 (three) words;
c. must be, solely, in the form of latin letters;
d. must be in accordance with objective or business activities of Perseroan; and
e. shall not inflicted with public order or decency.
Further, In the event such Perseroan’s name is still available and eligible, then the Notary shall furnish the
deed of the establishment to be executed by the shareholders or its representative(s). Subsequently, the

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Notary shall register such deed of establishment to obtain the Minister of Law and Human Rights Decree
which it shall be announced in the Indonesian State Gazette.
Article 15 Law 40/2007 stipulates that the deed of establishment may be adjusted pursuant to any consent
among the shareholders under the condition that the minimum content shall consist as follows:
a. name and domicile;
b. purpose and objective;
c. business activity time period;
d. authorized capital and paid-up capital
e. details information regarding shares of Perseroran including number of shares, shares classifications, if
any, shares privileges and nominal of each shares;
f. title and number of BoD and BoC;
g. place and GMS proceedings;
h. appointment, replacement and discharge of member of BoD and BoC; and
i. profit and dividen sharing utilization.
2. Supporting License
After the issuance of Minister of Law and Human Rights Decree, the PMA Company must register to the tax
office to obtain Tax Registration Number or Nomor Pokok Wajib Pajak and to the district office to obtain
Company domicile permit.
Based on information we obtain from our Notary, even though it is not regulated, yet, practically, as a PMA
Company it is prohibited to have an office domicile in a virtual office basis and must be located in the
commercial zone based on each district spatial planning regulation. In addition, in order to obtain Tourism
Business Certificate or Sertifikat Usaha Pariwisata, there would be a survey being conducted to ensure the
real existence of particular Perseroan.
3. Online Single Submission (“OSS”)
Upon the issuance of Tax Registration Number or Nomor Pokok Wajib Pajak and Company domicile, the PMA
Company must submit to a government controlled integrated business registration system called Open
Single Submission (“OSS”) which shall issue a Master Business Number or Nomor Induk Berusaha (“NIB”).
NIB is an identity number to the business entity and shall be used to obtain a specified business licenses and
operational license. NIB shall be valid until the business entity still conduct its business activity pursuant to
Indonesian laws and regulations.
4. Tourism Business Registration Permit or Tanda Daftar Usaha Pariwisata
Based on Article 15 Law 10/2009, PMA Company must register its business to the government in the form of
Tourism Business Registration Permit or Tanda Daftar Usaha Pariwisata (“TDUP”) by using OSS system.
Following, such TDUP shall be valid since Perseroan has provide its commitment in the following form:
a. location permit;
b. environmental license; and
c. office rental agreement.
The form of environmental license needed is Environmental Management Statement Letter or Surat
Pernyataan Pengelolaan Lingkungan (“SPPL”). SPPL is a letter which mentioned that a specified Perseroan is
able to manage and monitor the environmental impacts regarding their respective business activities.
Further, TDUP and SPPL, respectively, have a validity until such Perseroan conducting its business as long as
there is no alteration of such business occurred.
5. Tourism Business Certificate or Sertifikat Usaha Pariwisata
Moreover, to complete the business licenses needed, based on Article 22 MoTR 10/2018, the PMA Company
must obtain a Tourism Business Certificate or Sertifikat Usaha Pariwisata (“SUP”) as a commercial or
operational license. Article 23 MoTR 10/2018 stipulates that the PMA Company must obtain SUP within 2
(two) years upon the issuance of TDUP. Failing to obtain SUP, the PMA Company may be sanctioned an
administrative penalty, as mentioned in Article 21 MoTR 1/2016, in the following form:
a. written warnings; and
b. TDUP revocation.

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As stipulated in Article 29 MoTR 10/2018, SUP shall be valid for 3 (three) years upon its issuance and must be
renewed. To obtain SUP, the PMA Company must submit a proposal to a company appointed by the
government (“Auditor”) which shall conduct a desk audit and a field audit.
In accordance with Article 7 MoT 26/2014, the PMA Company must provide a standard in the following items:
a. product standardization;
b. services standardization; and
c. management standardization.
Subsequently, the Auditor must conduct a field audit to the PMA Company’s establishment in order to
conduct the following matters:
a. to verify the consistency of the report;
b. to review the PMA Company’s document;
c. to assess the physical condition of the PMA Company; and
d. to observe the services and manpower performance of the PMA Company.
6. Mandatory Report
Article 30 MoTR 10/2018 stipulates that the PMA Company shall obliged to provide an annual report regarding
its business activities through OSS system. Such report should covering the following matters:
a. infrastructure/business capacity;
b. facility;
c. manpower, including permanent and temporary employees;
d. guest and attendances; and
e. annual tax amount.
D. Requirements
1. Company Establishment
a. basic information of Perseroan including:
i. name of Perseroan, and
ii. purposes and objective of Perseroan;
b. shares information including:
i. shares composition;
ii. shares nominal
c. shareholders information including each identity in the following manner:
i. citizen card or kartu tanda penduduk, if Indonesian nationals; or
ii. deed of establishment along all of its amendment including the Minister of Law and Human Rights
decree, if Indonesian legal entity; and
iii. passport, if foreign nationals; or
iv. deed of establishment along all of its amendment, if foreign legal entity; and
v. tax registration number, if Indonesian nationals or legal entity.
d. domicile information in the following manner:
i. if lease, the documents needed are as follows:
(1) lease agreement;
(2) domicile letter from the building owner; and
(3) land tax payment.
ii. if self-owned, the documents needed are as follows:
(1) office title; and
(2) land tax payment.
e. capital information and composition including authorized capital and paid-up capital; and
f. BoD and BoC composition along with their respective personal identity, photograph with a red
background and its tax registration number.
2. TDUP
a. domicile site plan
b. Building Erection Permit or Izin Mendirikan Bangunan (IMB)

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c. land title or lease agreement tenancy;

d. Manpower Government Insurance Certificate or Sertifikat BPJS Ketenagakerjaan;
e. Land tax certificate or Sertifikat Pajak Bumi & Bangunan and its proof of payment; and
f. environmental license.
3. Environmental License
a. submission letter;
b. personal identity of President Director;
c. tax registration number of Perseroan;
d. Land tax certificate or Sertifikat Pajak Bumi & Bangunan and its proof of payment;
e. land title or lease agreement tenancy;
f. neighborhood approval letter.
4. SUP
a. submission letter;
b. TDUP Certificate;
c. audit report of services covering the following items:
i. talent management;
ii. standard operational procedure; and
iii. company management.
d. field audit.
E. Manpower
The provision of Corporate Services shall be led by Mr. Meridiansyah Perdanadiatma, S.H., as our Senior
Partner accompany by Ms. Surayya Luthfi, S.H., Mkn as our appointed Notary.
F. Scope of Work
The main scope of work are as follows (“Corporate Service”):
1. Company Establishment in the following form:
i. deed of establishment;
ii. Ministry of Law & Human Rights Decree;
iii. Tax Registration Number & Domicile Letter;
iv. Tourism Business Registration Permit or Tanda Daftar Usaha Pariwisata;
v. TDUP Commitment; and
2. Tourism Business Certificate or Sertifikat Usaha Pariwisata.
G. Corporate Services Fee
To undertake the Corporate Services properly, we would like to proposes a Corporate Services Fee in the
following manner:
a. Company Establishment in the amount of IDR30,000,000 (thirty million Indonesian Rupiah); and
b. Tourism Business Certificate or Sertifikat Usaha Pariwisata in the amount of IDR17,500,000 (seventeen
million five hundred thousand Indonesian Rupiah).
Thus, the total amount of Corporate Services Fee is in the amount of IDR47,500,000 (forty-seven million five
hundred thousand Indonesian Rupiah).
H. Term of Payments
The payment of Corporate Services Fee shall be conducted by the following manner:
1. Milestone #1
50% (fifty percent) from the Corporate Services Fee along with the fulfillment of Company Establishment
and/or Tourism Business Certificate or Sertifikat Usaha Pariwisata.

2. Milestone #2
50% (fifty percent) from the Corporate Services Fee upon the issuance of the PMA Company related
corporate documents regarding Company Establishment and/or Tourism Business Certificate or Sertifikat
Usaha Pariwisata.
I. Time Period

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The time period to undertake Corporate Services, as reflected in the abovementioned diagram, shall be in the
following manner:
a. Company Establishment
maximum 30 (thirty) working days upon the completion of Milestone #1
b. Tourism Business Certificate or Sertifikat Usaha Pariwisata
± minimum 30 (thirty) working days upon the completion of Milestone #1.