What duties do investors have when they own shares in a company that has been liquidated?

Frequently Asked Questions

Can you have a nominee arrangement when setting up PMA?

A nominee arrangement is an arrangement that uses another person’s name as a subject. In Indonesia, it is prohibited. This restriction aims to prevent situations where a company is owned by one party but beneficially owned by another. According to the law, any nominee agreement between a local party and a foreign investor is deemed null and void.

How to conduct a company registration in Indonesia for a foreigner?

A foreign-owned company (PT PMA) in Indonesia is a popular choice among foreigners to set up a business. Foreign investors must check Indonesia’s Positive Investment List to see which businesses are open to foreign direct investment.

What kind of license does a PMA company need to get?

In Indonesia, the licensing system has been updated with the implementation of the Omnibus Law. Businesses are categorized into four risk levels based on the PMA company classification. Licensing requirements vary accordingly, with three main types:

• Business Identification Number (NIB)

Low-risk businesses needing only an NIB

• Standard Certification
• Standard Certification is necessary for medium-low and medium-high-risk businesses
• Licenses/Permits

High-risk businesses require licenses/permits
Additionally, basic requirements, including business location, must be met. Many licensing processes are facilitated through the Online Single Submission (OSS) platform managed by the Investment Coordinating Board (BKPM).

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.