What is a PT PMDN?

Frequently Asked Questions

How is the process of liquidating a PMA company in Indonesia, and how long does it take?

The procedures for (voluntarily) liquidation typically involve the following steps:

• Conduct a general shareholder meeting to approve the liquidation and the liquidator’s nomination
• Notify the Ministry of Law and Human Rights as well as the creditors of the liquidation and the distribution plan for the assets by newspaper notice
• All business licenses and tax numbers should be canceled or revoked; the tax office will conduct a tax audit to revoke the tax number
• Make sure creditors are paid and that any liquidation funds are distributed to shareholders (if any)
• Conduct a general meeting of shareholders to approve the liquidator’s discharge and acquittal
• Notify the Ministry of Law and Human Rights of the liquidation’s outcome. After receiving the notification, the Ministry of Law and Human Rights will deregister the company’s status as a legal entity and remove its name from the Company Registry
• Release the liquidation’s outcome in a newspaper

Completing the liquidation process can take around two years.

Can investors own shares with preferential rights?

Under Indonesian Company Law, shareholders can hold shares with various preferential rights, such as voting rights, nomination rights for board members, priority dividend or liquidation proceeds, and options for conversion or withdrawal after a set period.

Is there limited responsibility for shareholders in a PMA company?

In a PMA Company in Indonesia, shareholders typically have limited liability, meaning they’re not personally liable for agreements or losses beyond their shareholding, except in certain circumstances. Liability may extend if the company isn’t properly established or if shareholders exploit the company in bad faith, engage in unlawful acts, or deplete company assets to the detriment of creditors.

Does a PMA company in Indonesia have to meet certain criteria before it can distribute dividends?

Dividends can be distributed from company net profits after allocating reserves, depending on a positive profit balance. Approval from the general meeting of shareholders is necessary. Interim dividends may be distributed if specific requirements are met.