Company dissolution
in Indonesia.
When you decide to discontinue doing business in Indonesia, you will have to go through the official process of closing your business. Acclime can help you go through the steps of liquidation and dissolution of the company.
Closing your company in Indonesia with finality in three steps.
Evaluating your business
Preparing the paperwork
Filing with the relevant authorities
Company dissolution services
Types of company dissolution.
By having legal, tax and accounting experts in our team, we provide a one-stop service for company dissolution. We will ensure that all perspectives will be covered during the process for the benefit of clients so the company can be dissolved correctly and in an orderly way.
Company liquidation
To dissolve a company in Indonesia, the company must go through a formal liquidation process. Our activities will cover:
- The company has never commenced business or operations, has ceased to carry on business or ceased activities for more than three months immediately before the application
- The company has no assets or outstanding liabilities
- Convening a general meeting of shareholders where Acclime will be appointed as liquidator of the company
- Capturing the result of the general meeting of shareholders, in the form of a notary deed (required for the completion of the registration of the deed in the official public notary)
- Establishing the team for liquidation
- Within not more than 30 days, the liquidator is required to notify all creditors of the winding up of the company through an announcement of the company’s winding up in a newspaper and the State Gazette of the Republic of Indonesia. Then, the liquidator must also notify the winding up of the company to the minister to be recorded in the register of companies that the company is in liquidation.
- The liquidator must then determine the assets and liabilities of the company and determine a division of the assets which must be published in a newspaper and the State Gazette
- Creditors may object within 60 days. If a resolution to any objection is not agreed, the District Court will determine the outcome
- Convening a second general shareholder meeting to present the activities of the liquidation process and the expected outcome
- Capturing the result of the second general shareholder meeting, related to the activities of the liquidation team, in the form of a notary deed
- Announcing the result of the second general shareholder meeting with regards to the liquidation process in a daily newspaper
- Apply to revoke BKPM license
- Filing notice and request for company liquidation with the Ministry of Law and Human Rights
Dormant company status.
FAQ
Common questions.
Shareholders shall have the obligation to appoint a liquidator to carry out the liquidation process in the general meeting of shareholders approving the liquidation. If there is no appointed liquidator, the Board of Directors shall act as the liquidator.
Creditors shall have the rights to submit their claims within a period of two years as of the date of the liquidation announcement in the newspaper. Creditors may only file their claims if there is a liquidation proceeds available for shareholders. If the proceeds have been distributed to shareholders, the shareholders shall have the obligation to return the proceeds to the liquidator to satisfy the claims from the creditors in proportional amount.
A liquidator is a person or a company who is appointed or determined through the General Meeting of Shareholders to be the organiser of a liquidation. If the liquidator is not appointed in the liquidation process, the Board of Directors acts as the liquidator. In practice, the appointed liquidator can be a professional person who is an expert in his field (in the sense of someone outside the company’s management structure), but most of the appointed liquidators are the directors of the company.
Based on Article 115 Law No. 40 of 2007 on Limited Liability Companies, if the company goes bankrupt or in debts due to an error or negligence of the board of directors and/or board of commissioners and the company’s assets are insufficient to pay all the company’s obligations due to the bankruptcy, then each member of the board of directors and/or board of commissioners is jointly and jointly responsible for the outstanding obligations.
However, if the loss is not resulted from its fault or negligence, Members of the Board of Commissioners shall not be liable over the Company’s debts.
The costs of dissolving a company will vary depending on the costs of auditing assets and corporate debts, as well as notary fees, announcements in newspapers, liquidators, and other additional cost that may appear in the future.
When a company is dissolved as part of the liquidation process, the business is closed permanently. Therefore, the company assets and liabilities are dealt with, and the company is removed from the register at Company Registry. The court also has the right to auction off company assets which are used to cover all debts held.
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Puji Gulo, Business development executive
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