Private limited company
in Indonesia.

Private limited company is Indonesia’s most preferred entity among both local and foreign individual entrepreneurs and businesses because of the flexibility that it offers.

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What is a private limited company?

Indonesian private limited company is the most common type of business entity used by both locals and foreigners to do business in the country. It is a standalone legal entity that is separate from their directors and shareholders and ensures their personal assets are protected. Depending on the ownership, there are two types of private limited company in Indonesia:

Foreign company (PT PMA).

Foreign limited liability company of more commonly known as PT Penanaman Modal Asing (PT PMA) is a popular option for foreign investors who want to explore investing in Indonesia. A PT PMA’s structure and function are similar to limited liability company (LLC) known in the West.

PT PMA is a limited liability company which any number of shares owned by a foreign business or individual. It is a legal entity through which foreign investors are allowed to conduct commercial activities in Indonesia. A PT PMA can be either 100% foreign-owned or partially foreign-owned, but there are various sectors in Indonesia are completely off-limits or partially closed to foreigners. Investors from ASEAN member states can enjoy a higher percentage of foreign share ownership in certain business fields.

To know if the desired business is in the sector that is open to foreign investment, you can review the list from the Negative Investment List (Daftar Negatif Investasi). If the sector is partially closed to foreign investment, the list will indicate the maximum percentage of foreign ownership is allowed. This means that you will need to have an Indonesia citizen partner to engage in business that particular sector.

Local company (PT).

A local Indonesian limited liability company, also known as Perseroan Terbatas (PT), is a limited company with complete Indonesian ownership. Such company does not face any restriction on business activities and in comparison with a foreign-owned limited company, its paid-up capital requirements are much lower.

In general, the required capital range from a minimum of IDR50,000,000 up to more than IDR10,000,000,000. The amount of the capital defines the size of the company, which further determines whether the company is eligible to sponsor a work permit for foreign employees.

Small size – IDR50,000,000 – IDR500,000,000
Medium size – IDR500,000,001 – IDR10,000,000,000
Large size – above IDR10,000,000,001

Advantages of setting up a limited liability company in Indonesia.

Limited liability

Personal assests of shareholders are protected as their liability is limited to the amount of their investment.

100% foreign ownership

Indonesia allows for a 100% foreign ownership in industries not protected by the Negative Investmnet List.

Investment incentives

Indonesia provides incentives for setting up a company in special economic zones (SEZs).

Transferable shares

It is simple to transfer/sell the ownership of a company from one shareholder to another, or an investor.

Here’s what you need to setting up
a limited company in Indonesia.

At least 2 shareholders

It can be both a natural or juristic person. Local company – both need to be local Indonesian shareholders. Foreign company – at least one of the shareholders needs to be a foreign person.

At least 1 director

Directors be either local or foreign persons, but need to reside in Indonesia.

1 commissioner

A commissioner can be a non-resident individual, both local or foreign.

Paid-up capital

Foreign companies will need to present a total investment plan of IDR 10,000,000,000 out of which IDR 2,500,000,000 needs to be paid up.

Steps and requirements for starting a limited company.

A principle license and a business license from Indonesia Investment Coordinating Board (BKPM)
A Deed of Establishment that has been legalised by a public notary. This should detail the Shareholders, the Board of Directors, the Board of Commissioners, and Capital Structure
Legal entity status of the PT PMA by the Ministry of Law and Human Rights
A domicile letter from the local district authority (for a company located outside Jakarta)
A tax identification number (NPWP) and taxable entrepreneur confirmation (PKP)
A Business Identification Number issued by Online Single Submission and Business License – An annual manpower report and company welfare report from the Ministry of Manpower.
An annual manpower report and company welfare report from the Ministry of Manpower.

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Private limited company
in Indonesia.