Company Registration

"INDONESIA"


Legal entity types available investors in Indonesia.

Service

Foreign Limited Liability Company (PT PMA)


Activity
Any business activities which are not banned by Negative Investment List.
Required to invest with minimum IDR 10 billion after obtaining the Capital Investment Registration or Business License, in the first 5 years. This amount is applied to one business line and will be multiplied in accordance with how many business lines needed.
Investment Plan
Min. IDR 10 billion (USD 800.000) for each business activity
Min. 2 shareholders, 1 director, and 1 commissioner
Stakeholder
All of the stakeholders can be a foreigner
Local representative as the director
and/or the commissioner
Authorized Capital
Minimum IDR 10 billion (USD 800 000) as the paid-up capital injected into the company’s bank account once the company is well established

For a business line that shall apply for Investment Capital Registration, it is mandatory to fulfill investment plan before getting Business License and running a business.

Additional Requirement
For the business line that directly apply for one-year Business License, it is allowed to start running the business or apply any further license required while realizing the investment plan.
Documentation Needed
1. Copy Valid Passport minimum 18 month from expiry date
2. Company Legal document if the shareholder is a legal entity. (Plus Director Passport min 18 month from expiry date)
3. Leased Agreement or Deed of sales and purchase. (only if there are plan to buy the office space)
4. Company Address

Legal Documents Created
1. Akta Notaris (Notarial Deed)
2. Approval from ministry of Law and Human Rights
3. NPWP (Company Tax Payer ID)
4. Domicile Letter
5. NIB Number
Authorized Capital
Tax Obligations
• PPh 21 (Employee income tax) Progressive Rate
• PPh 25/29 (Corporate income tax) Progressive Rate
• PPh 23 (Withholding tax for service provider) 2%
• PPh 26 (Withholding tax for abroad services) 20%
• PPn (Value added tax) 10%, if tax subject is a registered VAT Payer
• PPh article 4, clause 2 (Witholding tax for construction) 10%

Mandatory Tax Report
1. PPh 21, PPh 23, PPh 26, PPh 4 ayat 2 (Monthly Report)
2. PPh 25/29 (Corporate income tax) [Annualy]
Service

Local Company (PT)


Activity
Allowed to choose a maximum 3 business category without any investment plan required after obtaining all the licenses required. All business category is open.

Min. 2 shareholders, 1 director, and 1 commissioner All of the stakeholders shall be local In the event there is no local shareholder, director or commissioner.

DEWI CITRA is able to provide Special Purpose Vehicle Services as Shareholder (corporate or individual), Director (individual) and Commissioner (individual).
Authorized Capital
Currently there is no minimum authorized capital in Local PT. To determine the size of the company the paid-up capital shall be 25% of authorized capital as follows:
a. Small: between IDR 51 – 500 million;
b. Medium: between IDR 500 – 10 million;
c. Large: above IDR 10 billion
Additional Requirement
For foreigner: professional shareholder and its special purpose agreement
Documentation Needed
1. Copy Valid KTP/ Personal ID (Indonesian) & NPWP (Tax Payor ID)
2. Company Legal document if the shareholder is a legal entity (Plus Director Valid ID)
3. Leased Agreement or Deed of sales and purchase (only if there are plan to buy the office space)
4. Company Address.

Legal Documents Created
1. Akta Notaris (Notarial Deed) 2. Approval from ministry of Law and Human Rights
3. NPWP (Company Tax Payer ID)
4. Domicile Letter
5. NIB Number
Tax Obligations
• PPh 21 (Employee income tax) Progressive Rate
• PPh 25/29 (Corporate income tax) Progressive Rate
• PPh 23 (Withholding tax for service provider) 2%
• PPh 26 (Withholding tax for abroad services) 20%
• PPn (Value added tax) 10%, if tax subject is a registered VAT Payer
• PPh article 4, clause 2 (Witholding tax for construction) 10%

Mandatory Tax Report
1. PPh 21, PPh 23, PPh 26, PPh 4 ayat 2 (Monthly Report)
2. PPh 25/29 (Corporate income tax) [Annualy]
Service

Representative Office


Limited to the preparation of PT PMA establishment, market research, promotion, etc. Not allowed to sign any contract, issue invoice, receive payment, or even apply for any other license, such as an import license. Need to have the exact same name as the parent company.

1 Chief of Representative Office Can be local or foreigner, except for Construction RO which shall have local Chief
Documentation Needed
1. LOA (Letter of Appointment from Director of Mother Company) legalized by corresponding embassy
2. Letter of Intent (Legalized by corresponding embassy)
3. Letter of statement (Legalized by corresponding Embassy)
4. Letter of Reference (Issued by Embassy)
5. Copy Valid Passport minimum 18 month from expiry date
6. Company Legal document if the shareholder is a legal entity. (Plus Director Passport min 18 month from expiry date)
7. Leased Agreement or Deed of sales and purchase. (only if there are plan to buy the office space)
8. RO Company Address
*Dewi Citra can help drafting for point 1, 2, 3.
Legal Documents Created
1. NPWP (Company Tax Payer ID)
2. Domicile Letter
3. NIB Number (Special for trading rep office)
Tax Obligations
• PPh 21 (Employee income tax) Progressive Rate
• PPh 23 (Withholding tax for service provider) 2%
• PPh 26 (Withholding tax for abroad services) 20%
• PPh article 4, clause 2 (Witholding tax for Tax Obligations construction) 10%

Mandatory Tax Report
1. PPh 21, PPh 23, PPh 26, PPh 4 ayat 2 (Monthly Report)


SIUPL

Obtains Direct Selling License

• Submit application to BKPM with cc to Ministry of Trade

• Present marketing plan presentation at BKPM
1. Attended by representatives from BKPM, Ministry of Trade and APLI as panel.
2. APLI will assess the marketing plan with focus on: allowed marketing system including but not limited to the implementation of company’s conduct of ethic.
3. After presentation, APLI should be able to provide recommendation to BKPM on whether a SIUPL should be granted or not.

• Field Inspection
Whilst SIUPL application is in process at BKPM, Ministry of Trade will
conduct field inspection to the company

Obtains Direct Selling License (SIUPL)

What to prepare?

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Time Management

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Requirements and Conditions

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Differences between Provisional SIUPL and Permanent SIUPL

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Prohibited Activities under SIUPL

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Setting Up a Company Indonesia the Safe Way

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INDONESIA DIRECT SELLING GUIDELINES

STAKEHOLDERS


MINISTRY OF TRADE

Companies establishment licenses and other related required legal entities documentation

THE INVESTMENT COORDINATING BOARD (BKPM)

• Investment Principle License
• SIUPL (Direct Selling License)

TECHNICAL MINISTRIES AND/OR INSTITUTION/ASSOCIATION

• Product License: MOH, BPOM, etc
• APLI: applying for membership

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Our Locations

29-2-2 Diamond Square,
Jalan 3/50, off Jalan Gombak,
53800 Kuala Lumpur

Give Us A Call

(+60) 16-665-1066

Get started with company registration in Indonesia

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