How to Obtain A Certificate of Incorporation in Indonesia

Understanding The Importance of Certificate of Incorporation in Indonesia

  • InCorp Editorial Team
  • 28 June 2024
  • 5 reading time

In Indonesia, obtaining a certificate of incorporation is essential for legitimizing your business. This document, issued by the authorities after successful company registration, verifies the legal existence of your corporation and grants you the ability to operate officially. 

​​Understanding Certification of Incorporation in Indonesia

A certificate of incorporation in Indonesia signifies that a company has been officially registered and legally established as a legal entity. This certificate reflects the company’s legal status as a separate entity from its owners, providing legal protection against its liabilities and obligations.

What is Certification of Incorporation Used For?

A certificate of incorporation is a crucial legal document that signifies a company’s official recognition by the state and authorization to engage in business activities. This document establishes the company as a separate legal entity and outlines important details such as the company’s name, location, business purpose, and authorized shares. 

It is also important for various business transactions, including opening bank accounts, applying for loans, and engaging with business partners.

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Types of Business Incorporation

How to Obtain A Certificate of Incorporation in Indonesia

There are two types of business incorporations, each with distinct advantages and considerations. Understanding their differences is crucial for any entrepreneur looking to establish a solid foundation for their business.

Acquisition

It involves one company, the acquirer, gaining control over the acquired company’s net assets and operations by transferring certain assets, recognizing liabilities, or issuing shares.

Pooling of Interest

It is a business combination in which the shareholders of the merging companies collectively control all or nearly all of the combined entity’s net assets and operations. They share the risks and benefits, and no single party is identified as the acquirer.

Requirements to Obtain A Certificate of Incorporation of the Company

There are several requirements to obtain your incorporation certificate. Firstly, the company’s founders need to sign the Deed of Establishment, and a notary will help submit all necessary documents to the relevant authority. The required documents are:

  • Copy of the Deed of Establishment signed by all shareholders
  • Copy of ID (Passport for foreigners and KTP for Indonesian citizens) of the Board of Directors (BOD) and Board of Commissioners (BOC)
  • Copy of NPWP (Tax ID) for BOD and BOC (for Indonesian citizens only)
  • Copy of Statement Letter of Deposit Capital signed by the founders or proof of transfer of paid-up capital
  • Copy of ID/Passport for individual shareholders
  • Copy of Deed of Establishment, Deed of Amendment (if any), and Ministry of Law and Human Rights approval (for Indonesian companies as shareholders)
  • Copy of NPWP of the company (for Indonesian companies as shareholders)
  • Copy of Articles of Association and general meeting of shareholders minutes (if any) (for foreign companies as shareholders)

In addition, it should be noted that the certificate of incorporation does not have a duration or expiry date. The certificate will remain valid even if you amend the company’s duration as stated in the Deed of Establishment.

The Ministry of Law and Human Rights will issue a ministry approval certificate for any changes to the company’s duration. If a duration is specified in the Deed of Establishment, you must renew it before it expires.

The Process of Getting A Certificate of Incorporation

You must go through the following comprehensive process to obtain your incorporation certificate. This step-by-step guide will ensure you meet all the legal requirements and properly establish your business as a recognized entity.

  • Visit your Indonesian Government’s website and navigate the business portal or filings section.
  • Follow the online instructions to start your filing process. You may need to create an account before submitting your business documents.
  • Provide all the necessary information for the application. Review your application carefully for accuracy before submitting it. The process may be delayed if amendments are required, and additional fees may be incurred.
  • Keep a copy of your submission confirmation, including a processing timeline. You should automatically receive an acceptance notice and confirmation of your certificate of incorporation. If there is no progress after several weeks, consider contacting the Indonesian Government for an update.

Content of A Company’s Certificate of Incorporation

A certificate of incorporation is a fundamental document that officially registers a company as a legal entity. This certificate contains essential details that validate the company’s existence and legal standing. The specific information included in your company’s certificate of incorporation is as follows:

  • The company’s name
  • The place of establishment
  • The date of incorporation
  • The certificate number

Content of an Attachment to the Certificate of Incorporation

In addition to the main certificate, an attachment provides further crucial details about the company’s structure and capital. You will need your certificate of incorporation to apply for a business license, participate in tenders, or amend the Deed of Establishment and any subsequent Deed of Amendment. This attachment includes:

  • The authorized and paid-up share capital
  • The number and value of issued shares
  • The composition of shareholders
  • The composition of directors and commissioners

Therefore, the certificate of incorporation is critical for your business’s legal operation and management in Indonesia.

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Obtain A Certificate of Incorporation with InCorp Indonesia

Obtaining a certificate of incorporation in Indonesia can be time-consuming due to the complex regulations involved. However, InCorp Indonesia is here to assist you.

We offer comprehensive company registration and business licensing services to simplify the legal process. Our expertise ensures your business meets all regulatory requirements, allowing you to focus on growth and success. 

Fill out the form below to get started with our seamless incorporation services and take the first step towards establishing your business with confidence.

Daris Salam

COO Indonesia at InCorp Indonesia

With more than 10 years of expertise in accounting and finance, Daris Salam dedicates his knowledge to consistently improving the performance of InCorp Indonesia and maintaining clients and partnerships.

Get in touch with us.

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Frequent Asked Questions

As their names suggest, the main differences between the three business kinds in Indonesia lie in the businesses and the purpose of their incorporation. Local company owners (PT) must be Indonesian citizens, as even 1 percent of foreign ownership is not allowed. This type of company is not limited to entering any business field, and restrictions on incorporation are not so tight. On the contrary, a foreign-owned company (PT PMA) is open to international investors, but the maximal percentage of foreign shares differs in various business sectors. Contact InCorp to get the most updated information on the Negative Investment List. International investors tend to open representative offices as a first step to understanding the Indonesian market before setting up a limited liability company. This type is used for marketing and promotion activities and needs the right to sell directly and receive income.

Yes, this mainly applies to import and export businesses. Instead of establishing a company, you can use an under-name import service, an importer of record.

It should take between 30 to 45 days.

There are two main types, namely, primary business licenses and non-primary business licenses. The primary ones commonly apply to various industries, such as general and industrial business licenses. Additional non-primary ones are included, depending on the operations of your business. Examples of non-primary business licenses are operational and commercial licenses.

Yes, you must apply for it to be able to issue work permits for your foreign employees. This permanent business license is also a prerequisite for the applications for other business licenses and import licenses.