Cekindo Business International is now InCorp Indonesia. Learn more.
InCorp offers a comprehensive range of solutions to ease the company registration process and help you create a viable roadmap for your business.
Get assistance from experts with a decade of experience in assisting international business owners expanding into Indonesia.
Avoid any bureaucratic complexity when closing your company by engaging with our experienced legal advisors.
What type of legal entities should you choose to register a company in Indonesia? We can assist you in choosing which is the best one to grow your business.
To help businesses survive during this unfortunate time, InCorp provides corporate recovery in Indonesia and insolvency services.
Granting an environmental permit in Indonesia needs an Environmental Impact Analysis (AMDAL) in advance.
Obtaining property & land ownership in Indonesia offers some challenges for foreigners. However, buying property in Indonesia is attainable with specific resources and documents.
Recent regulatory changes have a knock-on effect on Indonesia's Merger & Acquisition landscape. Check on how we can navigate you through your M&A in Indonesia.
InCorp provides Virtual Office services Indonesia in various locations: Jakarta, Bali, Semarang, Surabaya, and Batam.
Business process outsourcing in Indonesia is a viable option to streamline bureaucratic complexities that hurdle your business expansion objectives.
InCorp offers a complete range of accounting service Indonesia, from tax reporting to auditing.
With professional financial audit services from InCorp, you can ensure all accounting activities are accurately recorded and compliant with Indonesian regulations.
Using an Employer of Record service to set your roots in Indonesia opens the doors to new opportunities in the country.
Financial and Operational Resilience services from InCorp are developed to support businesses and help them survive during this difficult time.
Payroll services in Indonesia are a practical solution to avoid unnecessary complexities while you focus on growing your business.
Using a recruitment agency in Indonesia will help you hire the best candidates for your company, saving you time and money.
Tax consulting in Indonesia are the shortcuts to fulfill the administrative obligations with high accuracy and in a timely manner.
The Indonesian government promotes tax holidays as one of the fiscal incentives to attract major foreign direct investment in Indonesia.
Operating businesses in Indonesia, entrepreneurs must comply with the regulations accordingly, especially concerning taxes.
Immigration in Indonesia is one of the strictest and most complex processes due to its ever-changing regulations. InCorp provides a seamless experience in obtaining your stay and work permits.
Avoid any hassles by engaging with an experienced visa agent in Indonesia.
A dependent visa Indonesia is a document that allows foreigners to bring their family while settling down in the country.
Investor KITAS Indonesia is a stay permit that offers many benefits to investors that invest in the country.
Overseas Visas are required for Indonesians who are planning to stay abroad for an extended period of time.
KITAP is a permanent stay visa for foreigners who have intentions to stay in Indonesia.
Foreign retirees often find their plans stuck due to the complex visa application process. InCorp helps expedite the process.
Obtaining a social visa is daunting if you are not familiar with the country’s complex bureaucratic processes. Consult with us for a seamless Indonesian visa application experience.
Foreigners married to an Indonesian citizen are eligible for a spouse-sponsored KITAS.
Learn how to obtain an Indonesian tourist visa seamlessly and securely, directly from a trusted visa and travel agent.
Get assistance from a trusted visa agent in Indonesia to make your traveling plan to Indonesia even more convenient.
Expedite your Indonesian work permit application process by engaging with a trusted visa agent.
All imported goods must obtain permission granted by specific governing bodies prior to entering the local market.
Learn more about the cosmetic product registration services in Indonesia.
Learn more about exporting goods to Indonesia.
Learn more about the food & beverage product registration services in Indonesia
Learn how to go through halal certification in Indonesia directly from experts successfully.
Learn more about the health supplement product registration services in Indonesia.
Learn more about the household product registration services in Indonesia.
Learn more about importing goods from Indonesia
An Importer of Record in Indonesia is a legal service that enables companies to import products into Indonesia, through an import partner.
Learn more about the medical device registration services in Indonesia.
Register a trademark is necessary to avoid legal issues in the future. InCorp can help you with Trademark Registration services in Indonesia.
Compliance is one of the most challenging parts of business overseas, especially in a country packed with complex bureaucratic processes such as Indonesia.
Updating business documents to align with your company’s growth can be a hassle.
Due Diligence services are needed to assess the credibility of the company or partner you wish to work with or acquire in Indonesia
From Company Regulations to Employment Agreement Drafting, Employment law services from InCorp will help you to compliance with employment policy in Indonesia.
InCorp’s legal consultation services in Indonesia are crafted to help your business settle and fully comply with the latest regulations.
Organizations must continuously evolve and transform to remain competitive and relevant in today’s global environment ...
Companies face many opportunities and challenges as a result of a changing market and regulatory landscape ...
Adopting Environmental, Social, and Corporate Governance (ESG) practices can improve your company’s value ...
Risk Management services from InCorp Indonesia can assist companies in building confidence when making future business decisions ...
Transfer Pricing in Indonesia occurs when a company performs an internal transaction within the same business group or its subsidiaries
InCorp's transfer pricing advisory services in Indonesia are marked by the objective to support our clients' business needs.
Our transfer pricing services provide you with a hassle-free experience while still complying with the legal aspects of transfer pricing in Indonesia.
As the market-entry consulting firm in Indonesia, InCorp provides a wide range of customized solutions to ease the business incorporation process.
Both natural and legal persons are entitled to open a bank account in Indonesia. Find out how to open a bank account in Indonesia, here.
InCorp can help you find a trusted Buying Agent Indonesia for product sourcing in Indonesia. Contact us now for a free consultation.
InCorp can help foreigners to get the driving license in Indonesia, whether SIM A or SIM C. Check out the requirements and the procedure, here.
IMEI Registration in Indonesia is necessary to ensure telecommunication devices from abroad can function properly in Indonesia.
With offices in Jakarta, Bali, Semarang, SUrabaya, and Batam, InCorp is ready to assist you as a local partner and distributor in Indonesia.
InCorp can help you to select the trusted local partners to import and distribute your products in Indonesia.
Improve your business by knowing the market conditions in Indonesia through market research services in Indonesia.
InCorp can help you gain information about your competitor's product through mystery shopping.
Based on national Company Law, every PT PMA in Indonesia should have at least one director, one commissioner, and two shareholders. The appointment of the director(s) and the commissioner(s) is made up in the General Meeting of Shareholders.
To avoid the overlapping roles between the board of directors and the board of commissioners, we need to distinguish their duties and responsibilities clearly.
The directors are responsible for the daily management roles of a PT PMA in Indonesia, such as determining the strategic objectives and policies of the PMA and monitoring the attempts to achieve them, choosing the senior managerial positions, reporting the company’s activities to the shareholders, representing the company, managing the partnership and networking with other companies, as well as performing a decision-maker role in the company’s activities.
On the other hand, the board of commissioners has the monitoring, supervising, and inspecting all the activities of the company so that everything has been done in coherence with the company’s goals.
Particularly in Indonesia, the country has a strict set of rules when it comes to the PMA. A foreigner may be appointed to be a shareholder, commissioner, or director of a company only if he/she meets the requirements set by the Government of Indonesia, based on the law and regulation applied in this country.
Shareholders of a PT PMA
It is clearly stated in the Company Law of Indonesia that to set up a PT PMA in Indonesia, it must have at least 2 shareholders at all times. The shareholders can be individuals and/or legal entities of Indonesia or foreign countries. Every shareholder must have at least Rp. 10 million shares (of approximately US$ 750 to 1,000 depending on the exchange rate) and if after the company obtains its legal entity status and the number of shareholders becomes less than 2 (two) people, then within the period of not later than 6 (six) months, the relevant shareholders are obliged to transfer part of their shares to other persons or the company shall issue new shares to other persons.
However, if the time has exceeded (more than 6 months) and the number of shareholders is still less than 2, so the remaining shareholder shall be personally liable for all agreements/legal relationships as well as the company’s loss. Based on the request sent to the District Court by the interested parties, including the remaining stakeholders such as the shareholders, Board of the Directors, Board of the Commissioners, public prosecutor, creditors, as well as employees, the company can be winded up or terminated.
Different from other countries, all corporate shareholders in Indonesian PT PMA must have Articles of Association, which are approved by a public notary. A PT PMA is not required to have a local shareholder if their industry is not mentioned in the Positive Investment List, which means that the 100% of the PT PMA capital can be owned by foreigners. If the field of business is listed in the negative investment list, there will be special rules stated that the PT PMA must have a specified percentage of local Indonesian shareholders.
Commissioners of a PT PMA
Like what has been stated earlier, the main duty of the commissioner is to supervise and monitor the work of the management, especially the directors, making sure that every activity is done and decisions made are in coherence with the company’s goal. For PT PMA, it must have at least one commissioner, which can be a local person or a foreigner.
If the PT PMA decides to have more than one commissioner, one of them must be appointed as the president commissioner, whose duty is to lead the board of commissioners.
In addition, especially for foreign commissioners, are entitled to apply for a residence permit. It is important for any foreigners who plan to stay and work in Indonesia.
With this residence permit, along with a working permit, the person has several advantages, such as being able to open a local bank account, eligible to work legally and receive payment from PT PMA, no need for visa runs or leaving the country, and most importantly is having the change to be a permanent resident after 3 years of staying in Indonesia—only for those with the exclusive job position.
The commissioners in the PT PMA are not obliged to have part of the company shares. However, they can if they want to.
Directors of a PT PMA
The director(s) of the PT PMA is appointed by the General Meeting of the Shareholders. The director’s main duty is to handle the company’s everyday management as well as to build and maintain the relationship with the third parties. Based on the Company Law of Indonesia, every PT PMA must have at least one director.
When there is more than 1 director, one of them will be appointed as a President of Directors who leads the Board of Directors. The directors can be all foreigners. However, if there is a local shareholder in the PT PMA, it is advisable by the BKPM (Indonesia Investment Coordinating Board) that the company should also have at least one local director.
If there is only one director, he/she must have a Tax Card (NPWP). However, if there is more than one director, at least one of them must have a Tax Card (NPWP). All the directors are required to have residence permits (KITAS) or personal domicile letters along with work permits.
The only issue is that the working permit can only be issued once the PT PMA registration is completed. Therefore, obtaining KITAS may come from another company or from an Indonesian spouse.
On the other hand, a personal domicile letter can be obtained from a local apartment management proofing that a foreigner resides in the apartment. If you are renting a house, a letter from a house owner accompanied by a letter signed by the district government is often requested to indicate that a foreigner lives in their community.
When the prerequisite above is somehow difficult to obtain by the PT PMA, a good and legal solution is often made by having a professional non-executive director. This type of director will be replaced by the “real” foreign director once he/she obtained the residence permit.
However, any PT PMA must arrange this option carefully by discussing this matter with a reputable and trusted agency upon registering the PT PMA in Indonesia.
It may be challenging for foreign investors if they want to set up a PT PMA in Indonesia on their own. Whether it is about structural roles or foreign company registration documents, there are many regulations to comprehend.
Let us lift the burden off your shoulders. Talk to our business incorporation specialists via the form below.
An expert for more than 10 years, Pandu Biasramadhan, has an extensive background in providing top-quality and comprehensive business solutions for enterprises in Indonesia and managing regional partnership channels across Southeast Asia.