Country：印尼 · Entity Incorporation
Indonesia · Entity Incorporation
Indonesia's main vehicle is the foreign-investment limited liability company (PT PMA), allowing foreign control (except negative-list sectors). From 2025-10-02, BKPM Reg 5/2025 cut the minimum paid-in capital from IDR 10 billion to IDR 2.5 billion (~USD 150k), but still requires total investment plan > IDR 10 billion per KBLI per location, and paid-in capital cannot be withdrawn for 12 months. Registration is unified through the OSS-RBA online system, ~4–8 weeks end-to-end.
Key points
- Entity types: PT PMA (foreign LLC, can be 100% foreign); KPPA representative office (market research only, no profit); local PT (Indonesian citizens only).
- Minimum paid-in capital: IDR 2.5 billion (BKPM Reg 5/2025, effective 2025-10-02, down from IDR 10bn); total investment plan > IDR 10 billion per KBLI per location.
- Capital lock: paid-in capital cannot be withdrawn for 12 months, only for assets/construction/operations (declared via OSS).
- Governance: ≥2 shareholders (any nationality); ≥1 director; ≥1 commissioner (Indonesian citizen); mandatory Indonesian compliance officer.
- Name must comprise ≥3 Indonesian or English words, in PT [tradename] [sector] Indonesia format.
- Foreign ownership per KBLI vs Positive Investment List; some sectors capped (retail local ≥30%, construction 67%, etc.).
Procedure
- Match KBLI code and verify foreign-ownership cap.
- Submit OSS-RBA pre-assessment, obtain Principle License (~5 working days).
- Reserve company name with Ministry of Law & Human Rights (AHU, 30-day validity).
- Sign Deed of Establishment (Akta Notaris); concurrently obtain NPWP from DJP.
- Deposit paid-in capital into Indonesian local bank escrow and obtain proof.
- OSS issues NIB (business ID integrating licence, tax and import/export) and risk-based licence.
Hard requirements
- ≥2 shareholders, ≥1 director, ≥1 Indonesian commissioner, ≥1 Indonesian compliance officer.
- Paid-in capital ≥ IDR 2.5 billion and locked 12 months.
- Commercial registered address (no residential).
- Foreign director must hold valid KITAS and registered NPWP (Coretax system).
Costs
Paid-in capital ≥ IDR 2.5 billion (~USD 150k).Notary & legal advisor fees by scale, typically thousands to tens of thousands USD.Annual: compliance officer salary, audit and tax filing.⏱ ⏱ Timeline：Complete docs ~4–8 weeks; pioneer tax incentive needs separate approval.⚠ Common risks
- Wrong KBLI code → foreign-ownership violation.
- 12-month capital lock affects cash flow (BKPM 5/2025 new).
- Director without NPWP cannot file under Coretax (2025 strict).
- Remaining 75% capital overdue → 1%–5% fine of registered capital, even licence revocation.
Handbook
📘 Step-by-Step Handbook (with owner / timeline / cost / penalties)
Applies to：Foreigners (incl. Chinese capital) establishing a foreign-investment limited liability company (PT PMA) in Indonesia; not for KPPA representative office, local PT or branch.
Prerequisites
- Determined KBLI code and verified foreign-ownership cap against Positive Investment List.
- Secured ≥2 shareholders, 1 director, 1 Indonesian commissioner, 1 Indonesian compliance officer.
- Determined Indonesian commercial registered address (no residential).
- If held by PRC parent: domestic ODI filing/approval completed (see odi), then outbound capital injection.
- Planned paid-in capital IDR 2.5bn per KBLI, and total investment plan > IDR 10bn per KBLI per location.
| Step | Action | Owner | Timeline | Cost | Official form / system | Notes & penalties |
|---|---|---|---|---|---|---|
| 1 | KBLI matching & foreign-ownership verification Before OSS, select KBLI (gradually switching to KBLI 2025 from 2026), verify foreign-ownership cap in Positive Investment List (retail local ≥30%, construction 67%, media 20%, etc.), confirm need for local partner. | China legal / Indonesian licensed advisor | 1–3 working days (pre-study) | Advisor fee by complexity; no gov fee | Positive Investment List (Perpres 10/2021 amd 49/2021) + KBLI | Penalty：KBLI mismatch or ownership over cap → OSS rejection or post-setup equity adjustment |
| 2 | OSS-RBA pre-assessment → Principle License / investment plan registration Submit investment plan via oss.go.id; system auto-issues or routes by risk level. BKPM Reg 5/2025 introduces fiktif positif (deemed approval if overdue), but post-supervision still applies. | BKPM / OSS | Low-risk auto instant; mid/high-risk days to weeks (SLA, overdue = deemed approval) | Free | OSS-RBA investment-plan filing (Rencana Penanaman Modal) | Penalty：False filing information → post-audit & licence revocation |
| 3 | AHU name reservation (Ministry of Law & Human Rights) Name must contain ≥3 Indonesian or English words, PT [tradename] [sector] Indonesia format, avoiding restricted words. | Notary / AHU | 30-day reservation | Name reservation free; notary fee separate | AHU Online / SABH name reservation | Penalty：Unused within 30 days → reservation lapses, re-apply |
| 4 | Notarise Deed of Establishment (Akta Notaris) & obtain NPWP Indonesian notary drafts and notarises articles (shareholders, directors, commissioners, capital, KBLI); concurrently apply NPWP from DJP and register Coretax. | Notary / DJP | Signing 1–2 weeks; setup filing within 60 days of deed | Notary & legal advisor (thousands–tens of thousands USD) | Akta Pendirian (notarised articles) | Penalty：Setup filing not submitted to AHU within 60 days of deed → deed void, company deemed not established |
| 5 | Paid-in capital deposit into local bank escrow Deposit paid-in capital into Indonesian local bank account, obtain proof for BKPM verification. Funds usable for assets/construction/operations but must be recorded. | Local bank / Company | Proof on deposit; funds retained ≥12 months | Paid-in capital IDR 2.5bn per KBLI | Bank deposit proof (bukti setor) | Penalty：Withdraw paid-in capital for non-business use within 12 months (return to shareholder/personal) → BKPM Reg 5/2025 violation, warning to licence suspension |
| 6 | OSS issues NIB & risk-based licence NIB integrates business licence, import ID (API), export ID and customs access. High-risk sectors need environmental permit (AMDAL/UKL-UPL) and operational licence first. | OSS / BKPM | Low-risk instant; high-risk 60–90+ working days with EIA | Free | NIB (Nomor Induk Berusaha) | Penalty：Operating without NIB is illegal, admin penalty up to licence revocation |
| 7 | Director KITAS & compliance officer in place Appoint Indonesian compliance officer; foreign director holds KITAS and registers personal NPWP/Coretax (Coretax files on company's behalf via director's personal account). Investor KITAS requires personal holding ≥ IDR 10bn, higher than paid-in threshold. | Immigration / Company | KITAS 2–4 weeks; compliance officer instant | Visa & advisor fees | KITAS / NPWP (director personal) | Penalty：Foreign director without valid KITAS & NPWP → cannot file on company's behalf under Coretax, compliance gap |
✅ Self-check list
⚠ Common pitfalls
KBLI mismatch → foreign-ownership violation影响：OSS rejection or post-setup equity adjustment, operational delay规避：Advisor verifies Positive Investment List & KBLI 2025 switch pre-registration
Paid-in capital withdrawn within 12-month lock影响：BKPM Reg 5/2025 violation, warning to licence suspension, LKPM exposes issue规避：Use only for assets/construction/operations, full records; no return to shareholder/personal
Setup filing not submitted to AHU within 60 days of deed影响：Deed void, company deemed not established, lost fees & time规避：Notary submits via SABH/AHU immediately, track legal deadline
Foreign director no NPWP/Coretax cannot file影响：Monthly/annual tax filing gap; Coretax auto-matches bank/immigration data, triggers inquiry规避：Director registers personal NPWP on arrival, activates Coretax e-certificate
Confusing IDR 2.5bn paid-in with Investor KITAS threshold影响：Minority shareholder cannot get KITAS, entry/residence blocked规避：Investor KITAS needs personal holding ≥ IDR 10bn (immigration rule independent); plan structure upfront
Total plan < IDR 10bn per KBLI影响：Fails PMA large-enterprise threshold, NIB & licence blocked规避：Plan total investment > IDR 10bn per KBLI, avoid capital shortfall when multiple KBLI stack
📅 Ongoing post-incorporation obligations
- After NIB, submit quarterly/semi-annual LKPM per BKPM.
- Annual financial statements to Ministry of Law per Menkumham Reg 49/2025; overdue blocks corporate admin system.
- Maintain NIB & risk-based licence valid, update timely.
- Use locked capital compliantly and keep records.
- On change of director/address/KBLI, update via OSS/AHU promptly.
🔗 Official portals
📎 Source：https://oss.go.id ; https://www.bkpm.go.id ; https://ahu.go.id ; https://jdih.bkpm.go.id
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