Company Establishment (Pma) Desk Top Reference: 2020 EDITION

COMPANY
ESTABLISHMENT (PMA)
DESK TOP REFERENCE
2020 EDITION
Publication Cover_CASE0061895_DPanjaitan_Jakarta.indd 4 2/13/2020 6:09:25 PM

Company Establishment (PMA)
Desk Top Reference
Notes on Establishing a New Foreign Investment

Company (PT PMA) in Indonesia
A. Steps Involved in Establishing a PT PMA in Indonesia ............................................. 1
1. Completing the Preparation Details .............................................................. 1
2. Executing the Deed of Establishment ........................................................... 4
3. Obtaining a Letter of Domicile ...................................................................... 5
4. Opening a Bank Account.............................................................................. 6
5. Obtaining Approval of the Deed of Establishment from the
MOLHR ....................................................................................................... 7
6. Obtaining an NPWP Card ............................................................................ 9
7. Obtaining a VAT ID Number ......................................................................... 9
8. Registering at the OSS System .................................................................. 10
9. Attending to Post-Establishment Compliance/ Reporting/
Registration ............................................................................................... 11
10. Convening First EGMS .............................................................................. 12
11. Registering the Approved Deed of Establishment at the
Company Registry of the MOLHR and Announcing the
Registered Deed of Establishment in the State Gazette .............................. 12
12. Conclusion................................................................................................. 12
B. Draft Deed of Establishment (Containing the Articles of Association) ...................... 14
C. Overview on PT PMA Establishment Process ........................................................ 14
Disclaim er:
The law s and regulations sum marized in this book are current as of 1 February 2020.
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A. Steps Involved in Establishing a PT PMA in Indonesia

All investments into Indonesia need to be in the form of an Indonesian subsidiary
(with very limited exceptions in, for example, the banking and oil & gas sectors).
The following is a description of the usual process for establishing a PMA (foreign
investment) status company. There are various nuances given policy, and
approaches that can, and perhaps should, be taken (policy changes from time to
time). Consequently, this guide sets out only preliminary information on establishing
a PT PMA and appropriate legal advice should be sought.
If we are instructed to establish a company, we would provide a detailed checklist for

the process and would advise on critical path issues such as office location (and
lease), resident directors and the deed of establishment. For a trouble-free
establishment, certain issues need to run in parallel. An overview of the process is
set out in section C.
1. Completing the Preparation Details

The were significant changes in the Indonesian licensing regime in mid-2018, which
also impacted the establishment of PT PMAs. Previously, foreign investors that wish
to invest in Indonesia had to first secure a foreign investment approval from the
Capital Investment Coordinating Board (Badan Koordinasi Penanaman Modal or
"BKPM "), except for financial related lines of business, before they could establish a
PT PMA. But that is no longer the case. Instead they will need to establish a PT PMA
first by obtaining the establishment approval for the PT PMA from the Ministry of Law
and Human Rights ("MOLHR"), then the PT PMA will obtain a business identity
number (Nomor Induk Berusaha or "NIB") from an electronic integrated business
licensing services system (called an Online Single Submission ("OSS") system), and
then the PT PMA will obtain its necessary business licenses and
operational/commercial licenses (if required) from the OSS system or other relevant
authorities (e.g., BKPM), depending on the lines of business.
The OSS system was launched on 9 July 2018, as an implementation of Government

Regulation No. 24 of 2018 on Electronic Integrated Business Licensing Services . The
OSS system is run by the OSS agency, which is currently under BKPM. The OSS
system applies to all business entities, and is intended in the future to capture all
sectors and to be integrated with all other government agencies. At this time,
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however, some sectors are not yet covered by the OSS system (e.g., finance sector,
and mining, oil and gas sector), and not all government agencies are integrated.
There is a substantial mindset change with the new OSS system. Rather than the
government monitoring compliance prior to licenses being issued, the OSS system
assumes that companies will self-assess and will ensure compliance, with the
ultimate sanction being that a noncompliant company's registration will be frozen,
and dealings with the government and third parties will be delayed or will become
more difficult until there is compliance.
This desk top reference outlines the steps to establish a PT PMA on the basis of the
OSS system process applicable at the time of publication and the licensing of the PT
PMA falls under the authority of the OSS system.
Despite the changes with the OSS system, PT PMAs still need to comply with
investment requirements under Regulation of BKPM No. 6 of 2018 on Guidelines and
Procedures for Capital Investment Licensing and Facilities as amended by
Regulation of BKPM No. 5 of 2019, which are summarized below. As a consequence
and considering that the OSS system requires self-assessment, the key is that
appropriate advice is obtained first, and any necessary discussions should be held
with regulators if there is any uncertainty, e.g., in relation to the appropriate business
lines, business licenses, capital, investment plan and debt to equity ratio.
Important points to note to establish a PT PMA:
(a) Applicants
Law No. 40 of 2007 on Limited Liability Companies ("Company Law")

requires at least two shareholders to establish and maintain a limited liability
company. If a situation arises post establishment that there are fewer than
two shareholders, within six months the remaining shareholder must transfer
a portion of its shares to another party or the company must issue new shares
to a new shareholder. Otherwise, the relevant shareholder will be personally
liable for all liabilities and losses of the company and, at the request of an
interested party, the court can dissolve the company.
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(b) Line of business
Under Presidential Regulation No. 44 of 2016 on List of Business Sectors

Closed and Open with Requirements for Capital Investment ("Negative
List"), a foreign company may establish a wholly foreign-owned company, if
the proposed business is 100% open for foreign investment (according to the
Negative List, which is amended from time to time).
Therefore, the first order of priority of any foreign investor seeking to establish
an operating company in Indonesia is to establish whether its proposed
business activity is open, partially closed, or completely closed to foreign
investors. That will involve an examination of the Negative List and the
Indonesian Business Code Classifications, and in most cases discussions
with BKPM.
While BKPM generally permits around three lines of business, each line of
business needs to be complementary in nature. For each line of business,
BKPM will make an assessment of the amount of capital required based on
the investment plan registered. However, the investment for each line of
business (except for certain real estate businesses) must be higher than
Rp10 billion, excluding investment for land and buildings (see below).
(c) Debt/equity ratio
There is no written policy on a maximum debt to equity ratio, but the debt to
equity ratio generally may not exceed 3:1, though it may be higher in certain
investment sectors (noting that since January 2016, there are thin
capitalization rules (debt to equity ratio of 4:1) for tax purposes only).
(d) Total intended investment
The minimum investment is subject to the Company Law and BKPM

regulations and policies. Under the BKPM regulations, the investment in a PT
PMA must be higher than Rp10 billion (excluding investment for land and
buildings) except for certain real estate businesses, and the minimum issued
and paid up capital is Rp2.5 billion. In practice, this minimum investment
applies to each line of business. To comply with the minimum debt to equity
ratio of 3:1 set by BKPM policy, the minimum issued and paid up capital
should be more than Rp2.5 billion, but in practice Rp2.5 billion is acceptable .

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In addition, the minimum capital participation of a shareholder in a PT PMA is

Rp10 million.
Please note that the minimum investment amount may differ depending on
each sector and the proposed investment plan registered by an investor.
Consequently, higher capital requirements may be imposed.
(e) Location
The location of the operations needs to be specified and this will include the
head office of the PT PMA. Identifying operation locations and where the
head office will be located is of primary importance and is one of the first
decisions to be made by an investor (this may seem premature, but changing
the location at a later date can result in all licenses having to be re-issued).
Indonesia does not have the concept of having a registered office in a

location other than where the head office is. The concept in Indonesia is one
of domicile and at that domicile all company activities should be undertaken
(including keeping all books and records and all licensing).
Consequently, a credible office is required and virtual/serviced/shared office

space is usually rejected by government agencies when assessing
applications.
There are certain processes and steps not outlined in this desk top reference given
policy prevails (and changes quite frequently).
2. Executing the Deed of Establishment

After all the preparation details have been completed (e.g., determining the
appropriate lines of business, capital structure and shareholders composition) , the
founders of the proposed PT PMA need to execute the deed of establishment of the
proposed PT PMA containing the articles of association in front of a civil notary in
Indonesia.
The deed of establishment names the initial members of the board of directors and
board of commissioners. Consequently, these persons need to be identified early in
the process of establishment and the necessary forms for their appointments
(including eligibility statements, and copies of passports (for foreign citizens), or ID
card (Kartu Tanda Penduduk or "KTP") and Tax ID (Nomor Pokok Wajib Pajak or
"NPWP") (for Indonesian citizens)) need to be provided by this time.

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Generally, there should be at least one resident director in Indonesia. While the
Company Law does not contain residency provisions, for licensing purposes and
dealing with government agencies, there should be a resident director who has full
authority to act for the PT PMA (subject to any limitations contained in the deed of
establishment (such as board of commissioners' approval or shareholders'
approval)). For the establishment stage, it is advisable to have an Indonesian director
(as a foreign director would need to process relevant expatriate documents, which
would prolong the establishment process, especially related with licensing).
The deed of establishment should be drafted to be consistent with the joint venture
agreement (if any) and the Company Law. Certain commercial matters in the joint
venture agreement are not normally stated in the deed of establishment.
The founders should also ensure that any document signed outside of Indonesia is
signed in front of a notary public, and then legalized at the nearest Indonesian
Embassy/Consulate where the signing takes place (note that some Indonesian
consular offices will only legalize documents if the company is incorporated in that
country).
3. Obtaining a Letter of Domicile

After the parties have executed the deed of establishment, the PT PMA will need to
lease an office space at the domicile of the PT PMA. In practice, the negotiation on
the lease agreement may take some time and it is advisable to initiate this as early
as possible before executing the deed of establishment. The lease though is only
signed after the deed of establishment is executed. Having an office and starting to
engage staff is important for some of the processes outlined below; given the
importance that Indonesia attaches to the concept of a company’s domicile (this
needs to be a proper office and not, for example, the office of a law firm).
Government authorities in some cities in Indonesia still require a PT PMA to obtain a

letter of domicile (Surat Keterangan Domisili Perusahaan or "SKDP") from the local
village head (lurah), or the relevant authority, depending on the domicile of the PT
PMA. Authorities in other cities only require a statement letter of domicile from the
landlord (or building management where the PT PMA is located). Whether or not an
SKDP is required would need to be checked with the relevant government authorities
where a PT PMA is domiciled.

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The following documents are required to obtain an SKDP:
(a) an application form - this would depend on the requirements of the relevant
authority
(b) statement letters - this would depend on the requirements of the relevant
authority
(c) original statement letter of domicile from the building management
(d) a copy of a lease agreement or memorandum of understanding for the office

space of the PT PMA (if the PT PMA leases an office space in a building)
(e) a copy of identity card/passport of all directors and commissioners of the PT

PMA
(f) A copy of the NPWP (if required)
Please note that policies change frequently, including what constitute the supporting
documents for applications (e.g., increasingly more specific statement letters on
current and future compliance are being requested).
Normally, the SKDP can be obtained within one week.
4. Opening a Bank Account

All companies in Indonesia are required to have their own bank account(s). During
the establishment stage, the MOLHR will ask the shareholders to provide evidence
that the shareholders have injected capital into the PT PMA. The documents required
to open a bank account in Indonesia vary between banks. However, in practice,
banks normally request:
(a) a completed bank account opening application form
(b) a copy of the executed (notarial) deed of establishment
(c) a copy of the MOLHR approval of the executed (notarial) deed of

establishment of the PT PMA (if applicable)
(d) a copy of the SKDP (or a statement letter of domicile)
(e) a copy of the NPWP (if required)

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(f) a power of attorney from the authorized representative of the PT PMA, if the
bank application is processed by a third party (processing agent)
Again, the required documents vary between banks, and other documents may be
required by the relevant bank.
The timing for opening of a bank account will also vary between banks. However, it
typically takes 14 working days, but is very much dependent on the bank and its
know your customer processes. Note that, in practice, some banks will open a bank
account with just an SKDP (or statement letter of domicile) and a letter of undertaking
from the applicant confirming that the applicant will provide the outstanding
requested documents within a certain period after the MOLHR approval (see below)
is obtained. We suggest that, concurrently with completing the preparation details,
there be discussions with the relevant bank so the account can be opened quickly.
5. Obtaining Approval of the Deed of Establishment from the

MOLHR
The Indonesian civil notary responsible for drawing up the deed of establishment
must submit the deed to the MOLHR for approval within 60 days after the execution
of the deed of establishment.
The submission will include a statement of the PMA bank account, showing evidence
of payment of the capital from the founders. Normally, within three working days after
the deed of establishment and supporting documents (e.g., evidence of capital
injection) have been filed with the MOLHR, the MOLHR grants its approval. From
that time, the PT PMA has limited liability company status. Currently the NPWP
number (not the NPWP card) of the PT PMA will be automatically issued when the
MOLHR approval number for the establishment is issued.
If any documents are signed by the PT PMA after the deed of establishment is
executed and prior to the PT PMA's formal establishment upon receipt of the MOLHR
approval, the documents must be signed by each member of the board of
commissioners, each member of the board of directors and each founding
shareholder, all of whom have unlimited liability until the first extraordinary general
meeting of shareholders ("First EGMS") of the PT PMA is held.
The strict process to establish a company is as set out above, which means a longer
process given the need to obtain an SKDP (or statement letter of domicile), open a
bank account and pay in capital, prior to applying for the MOLHR approval for the

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establishment. However, in practice, the MOLHR will accept a capital funding

statement letter that says that the capital for the shares to be issued on
establishment will be paid up, and a domicile statement letter confirming the domicile
of the PMA Company.
It should be noted that MOLHR regulations require evidence of capital injection to be

given to the MOLHR within 60 days after the deed of establishment is signed. So, the
evidence of capital injection would still need to be submitted to the MOLHR within 60
days after the MOLHR approval for the establishment is issued - in practice, it is not
counted from the date of the deed of establishment. Otherwise, no further company
applications can be processed at the MOLHR until the notary uploads evidence of
payment.
In relation capital funding statements, the following should be noted:
(a) We would not advise that a statement be made that an Indonesian director
has funds from the shareholders in his or her Indonesian bank account , or
that the capital for the shares to be issued on establishment has been paid, if
this is not the case (the statement is usually required from the director and
shareholders), as that would be a false statement, and making false
statements is a criminal offense. However, statements that shares will be paid
up could be issued.
(b) Clients must note that, under the Company Law, shares must be issued fully
paid up, and yet the shares on establishment are issued once the MOLHR
issues its establishment approval.
(c) Many banks are being flexible in opening bank accounts as soon as the deed
of establishment is signed, but are freezing use of the bank account until the
other relevant paper work is obtained (e.g., the SKDP (or statement letter of
domicile) and NPWP). So to avoid the issue of whether shares have been
appropriately and in a timely manner paid up, identifying a bank which is
flexible and using that bank would be appropriate - so a bank account is
opened quickly, capital is paid in and then MOLHR approval is obtained.
Consequently dealing with the bank early on and knowing its approach will be
critical.
(d) If it is not possible to open a bank account (e.g., the particular bank being is
strict about the documents it needs), you could still consider issuing a

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statement that capital will be paid up and applying for the MOLHR approval
(and processing other licenses and the bank account opening), and then
injecting the capital.
Clients should seek more detailed advice on this approach.
6. Obtaining an NPWP Card

After the MOLHR approval for establishment has been issued, the PT PMA needs to
obtain the NPWP card at the relevant Tax Office.
To obtain the NPWP card, the following documents must be submitted:
(a) an application letter (a form is available at the relevant Tax Office
(c) a copy of the statement letter of domicile from the building management
(d) a copy of the KTP (for an Indonesian citizen)/passport (for a foreign citizen) of
the authorized representative of the PT PMA
(e) a power of attorney from the authorized representative of the PT PMA if the
application is processed by someone else
Additional documents may be requested for obtaining the NPWP card. This is subject
to the relevant Tax Office policy which can change from time to time.
Normally, the NPWP card can be obtained within one to two weeks, counting the
delivery time by post by the relevant Tax Office to the domicile of the PT PMA.
7. Obtaining a VAT ID Number

After the deed of establishment is approved by the MOLHR, the PT PMA may apply
to the relevant Tax Office for its VAT ID number (Nomor Pokok Pengusaha Kena
Pajak or "PKP").
To obtain the PKP, the following documents must be submitted:
(a) an application letter (a form is available at the Tax Office)
(c) a copy of the SKDP (or a statement letter of domicile)

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(d) a copy of the NPWP
(e) a copy of a lease agreement for the office space of the PT PMA (if the PT
PMA leases an office space in a building)
(f) a copy of the KTP (for an Indonesian citizen)/passport (for a foreign citizen) of
the authorized representative of the PT PMA
(g) a power of attorney from the authorized representative of the PT PMA if the
application is processed by someone else
A PKP application usually needs to be accompanied by evidence that expenses are

being paid (such as rental), so often the initial VAT payments cannot be claimed by a
PT PMA given that the PKP may not have been issued. Again, additional documents
may be requested for processing the PKP. This will be subject to the Tax Office
policy, which unfortunately can change from time to time.
Normally, the PKP can be obtained within one to two weeks. As there is usually a site
visit to the PT PMA’s domicile by the Tax Office, normally the PKP is processed once
the PT PMA hires employees.
8. Registering at the OSS System

Once the MOLHR approval for its establishment is issued, the PT PMA needs to
register itself in the OSS system. The current OSS system will issue an NIB,
necessary business licenses and necessary operational/commercial licenses (if
required) for the PT PMA at the same time. The NIB will serve as an "identity card"
for the PT PMA. The NIB will subsume some other licenses and registrations that
previously had to be obtained by a business, i.e., an NIB now serves as the company
registration certificate (Tanda Daftar Perusahaan or TDP), the importer identification
number (Angka Pengenal Importir or API) the customs access right (Hak Akses
Kepabeanan) and the first submission of the mandatory manpower report (Wajib
Lapor Ketenagakerjaan di Perusahaan or WLKP). The NIB will be valid as long as
the PT PMA operates. The necessary business licenses and the necessary
operational/commercial licenses issued will depend on the lines of business of the PT
PMA.
Under the current OSS system, business licenses and operational/commercial

licenses are issued with an obligation to fulfill certain commitments/obligations. The
business licenses and operational/commercial licenses will only be effective after all

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commitments/obligations imposed to enable the holders to conduct activities are

fulfilled. The intent is that when obligations are fulfilled, this will be recorded in the
OSS system, so relevant government agencies are aware of compliance. The types
of commitments/obligations imposed will also depend on the lines of business of the
PT PMA.
9. Attending to Post-Establishment Compliance/ Reporting/

Registration
Several types of post-establishment compliance/reporting/registration will need to be
attended to by the PT PMA once it is established. The current OSS system issues
some post-establishment registrations, including Workers’ Social Security Program,
i.e., the health security program and manpower security program administered by the
Social Security Organizing Body (BPJS Kesehatan and BPJS Ketenagakerjaan).
It is important to understand that, as the OSS system is still being developed, some
other post-establishment compliance/reporting/registration still need to be applied for
through the existing system, i.e., outside the OSS system. For example:
(a) Company Regulations
If the PT PMA employs more than 10 employees, it must also issue corporate
labor and employment policies referred to as Company Regulations, and
obtain approval of these regulations from the local office of the Ministry of
Employment.
(b) Work Permit
If the PT PMA intends to employ expatriates, it must process the work permits
(and other necessary expatriate documents).
The above is not a definitive list and specific advice is required.
In recent years, the regional governments have been introducing a variety of

additional local permits and assessments, varying from province to province.
However, when the OSS system is well functioning, ultimately all licensing processes
(nationally/regionally) will be streamlined under the OSS system.

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10. Convening First EGMS

The First EGMS is normally convened within 60 days after the approval of the deed
of establishment by the MOLHR. In the First EGMS, at least the following resolutions
should be adopted:
(a) ratification of the appointment of the members of the board of directors and
the board of commissioners named in the deed of establishment
(b) assumption by the PT PMA of obligations under contracts and agreements (if
any) executed by the founders on behalf of or for the benefit of the PT PMA
prior to the date of the MOLHR approval
(c) approval of the opening of and administration of the PT PMA's bank account
and other operating bank accounts
(d) approval of the issuance of share certificates, register of shareholder and

special register
11. Registering the Approved Deed of Establishment at the

Company Registry of the MOLHR and Announcing the
Registered Deed of Establishment in the State Gazette
After the deed of establishment is approved by the MOLHR, the approved deed of
establishment will be registered in the Company Registry of the MOLHR and
published in the State Gazette. Under the Company Law, this will be done by the
MOLHR (through the appointed Indonesian civil notary). This process can take 12 -
18 months given the queue at the State Gazette.
12. Conclusion
With the launch of the OSS system, the process to establish a PT PMA is much
faster. It now takes around four to six weeks up to the MOLHR approval on the
establishment (without counting the time needed to prepare necessary documents
(including the legalization process), and depending on the time needed to obtain the
supporting documents for the MOLHR approval application).
The above description is merely on the establishment process. There will be many
other matters pertinent to getting the PT PMA operational, depending on the industry
sector, and this will be detailed in market entry advice.

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Investors should also familiarize themselves with other aspects of Indonesian law
(such as the Investment Law, the Company Law and the Labor Law), and ongoing
reporting and compliance issues, which commence immediately after the PT PMA is
established.

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B. Draft Deed of Establishment (Containing the Articles of

Association)

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Deed of Establishment
PT [insert name of the company]
Article 1 NAME AND LEGAL DOMICILE .................................................................... 1
Article 2 DURATION OF THE COMPANY .................................................................. 1
Article 3 PURPOSES AND OBJECTIVES .................................................................. 1
Article 4 CAPITAL ..................................................................................................... 1
Article 5 SHARES ..................................................................................................... 3
Article 6 REPLACEMENT OF SHARE CERTIFICATES.............................................. 4
Article 7 REGISTER OF SHAREHOLDERS AND SPECIAL REGISTER ..................... 4
Article 8 TRANSFER OF RIGHTS OF A SHARE........................................................ 5
Article 9 GENERAL MEET INGS OF SHAREHOLDERS ............................................. 6
Article 10 VENUE, NOTICE, AND CHAIRPERSON OF GENERAL MEETINGS OF
SHAREHOLDERS.............................................................................................................. 8
Article 11 QUORUM, VOTING RIGHTS AND RESOLUTIONS ..................................... 9
Article 12 THE BOARD OF DIRECTORS................................................................... 11
Article 13 DUTIES AND POWERS OF THE BOARD OF DIRECTORS....................... 12
Article 14 MEETINGS OF THE BOARD OF DIRECTORS .......................................... 14
Article 15 THE BOARD OF COMMISSIONERS ......................................................... 16
Article 16 DUTIES AND POWERS OF THE BOARD OF COMMISSIONERS.............. 17
Article 17 MEETINGS OF THE BOARD OF COMMISSIONERS................................. 18
Article 18 BUSINESS PLAN, FINANCIAL YEAR AND ANNUAL REPORT.................. 20
Article 19 APPROPRIATION OF PROFIT .................................................................. 21
Article 20 APPROPRIATION OF THE RESERVE FUND ............................................ 22
Article 21 AMENDMENTS TO THE ARTICLES OF ASSOCIATION............................ 22
Article 22 MERGER, CONSOLIDATION, ACQUISITION AND SPIN-OFF................... 23
Article 23 DISSOLUT ION AND LIQUIDATION ........................................................... 23
Article 24 CLOSING PROVISIONS ............................................................................ 24
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PT [insert name of the company]

DEED OF ESTABLISHMENT No. [insert deed number]
Article 1 NAME AND LEGAL DOMICILE
1.1. This limited liability company is named: "PT [insert company name]" ("Company") and
is domiciled in the [City][Regency] 1 of [insert city/regency], Province of [insert province],
Indonesia.
1.2. The Company may open offices, branches and representative offices in other places
within or outside the territory of the Republic of Indonesia as determin ed by the board
of directors, with the approval of the board of commissioners.
Article 2 DURATION OF THE COMPANY

The Company is formed for an unlimited period of time from the date of approval of these
articles of association by the Minister of Law and Human Rights of the Republic of Indonesia
with the provision that Law Number 25 of 2007 on Capital Investment is applicable to the
Company.
Article 3 PURPOSES AND OBJECTIVES

3.1. The purposes and objectives of the Company are to engage in the business of [ insert
purposes and objectives in accordance with the client's instruction and the chosen
KBLI number].
3.2. To achieve the purposes and objectives stated in Article 3.1 above, the Company may
engage in the following business activities:
(a) [insert description of activities as instructed by the client, need to be made

consistent with the chosen KBLI number]; and
(b) [insert description of activities as instructed by the client, need to be made

consistent with the chosen KBLI number].
Article 4 CAPITAL
4.1 The authorized capital of the Company is Rp[insert Rupiah amount] ([insert Rupiah
amount in words] Rupiah) [or US$[insert US$ amount] ([insert US$ amount in words]
United States Dollars)] divided into [insert number of shares] ([insert number of shares
in words]) shares, each share worth Rp[insert Rupiah amount] ([insert Rupiah amount
1 Drafter to choose one and remove the one not used.
1
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in words] Rupiah) [or US$[insert US$ amount] ([insert US$ amount in words] United
States Dollars)]2 in nominal value.
4.2 From the abovementioned authorized capital, has been subscribed and will be paid
[insert percentage number]% ([insert percentage number in words] percent) or [insert
number of shares] ([insert number of shares in words]) shares having an aggregate
nominal value of Rp[insert Rupiah amount] ([insert Rupiah amount in words] Rupiah)
or [US$[insert US$ amount] ([insert US$ amount in words] United States Dollars)] by
the founders who have subscribed to the shares with details and nominal value as
mentioned at the end of this deed.
4.3 100% (one hundred percent) of the nominal value of each of the above-mentioned
subscribed shares, or the aggregate sum of Rp[insert Rupiah amount] ([insert Rupiah
amount in words] Rupiah) [or US$[insert US$ amount] ([insert US$ amount in words]
United States Dollars)] will be fully paid up in cash to the Company by each founder
after the signing of this deed.
4.4 If the authorized capital of the Company is increased by an issuance of new shares, it
will be done with the approval of the general meeting of shareholders. Unless
otherwise agreed by all shareholders, each shareholder has the right to subscribe for
those new shares in proportion to the number of shares it holds at that time. The board
of directors may determine the increase of authorized capital and issuance of n ew
shares of the company with prior approval from the general meeting of shareholders.
4.5 The board of directors shall notify each shareholder of the issue date, number and
price of each newly issued share. Within 14 (fourteen) days after the date of that
notification, each shareholder must notify the board of directors of the number of
shares it wishes to subscribe for. If a shareholder wishes to subscribe for fewer shares
than it is entitled to subscribe for in proportion to the number of shares it currently
holds, the remaining unsubscribed shares may be allocated to other shareholders who
have reported their interest in subscribing for more shares than their entitlement. This
allocation by the board of directors must be pro-rated in accordance with the number
of additional shares to be subscribed for by each shareholder.
4.6 If 14 (fourteen) days after the date that any remaining unsubscribed shares have been
offered to the shareholders there are still shares available, the board of directors is
free to offer the remaining shares to other parties, without prejudice to any approval
required from the competent authorities.
4.7 Subscription for shares made other than in cash must be approved by a general
meeting of shareholders, with a reasonable price determined in advance by an
independent valuer. Subscriptions for shares in the form of immovable assets must be
announced in 1 (one) daily Indonesian language newspaper with nationwide circulation
within 14 (fourteen) days after a general meeting of shareholders approves the
2 For new established companies, the capital would only refer to Rupiah amount as the OSS system only refers to Rupiah
amount.
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subscription. Such payments are deemed effective as long as no objection is received

from any third parties within 7 (seven) days after the announcement.
Article 5 SHARES
5.1 All shares of the Company are registered shares.
5.2 The Company only acknowledges 1 (one) person or 1 (one) legal entity as the owner
of each share.
5.3 If a share for any reason whatsoever becomes the property of several persons, those
who have joint ownership must appoint 1 (one) person amongst them or another
person as their joint representative, and only the person so appointed or authorized
will be entitled to exercise the rights conferred by law upon such share.
5.4 To the extent that the provision in Article 5.3 has not yet been implemented, those
shareholders will not be entitled to cast votes at a general meeting of shareholders,
and the payment of dividends will be postponed.
A shareholder must by law be governed by the articles of association, all resolutions

lawfully adopted at a general meeting of shareholders and the prevailing laws and
regulations.
5.5 The Company must have at least 2 (two) shareholders.
5.6 The Company may issue share certificates as evidence of share ownership.
5.7 If share certificates are issued, one share certificate will be issued for each share.
5.8 Collective certificates may be issued as evidence of ownership of 2 (two) or more

shares by a shareholder.
5.9 Share certificates must bear at least the following information:
(a) the name and address of the shareholder;
(b) the serial number of the share certificate;
(c) the date of issue of the share certificate; and
(d) the nominal value of the share.
5.10 Collective share certificates must bear at least the following information:
(a) the name and address of the shareholder;
(b) the serial number of the collective share certificate;
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(c) the date of issue of the collective share certificate;
(d) the total nominal value of the shares represented by the collective share
certificate; and
(e) the total number of shares represented by the collective share certificate.
5.11 Share certificates and collective share certificates must be signed by the [president
director]3.
Article 6 REPLACEMENT OF SHARE CERTIFICATES

6.1 If a share certificate is damaged or cannot be used any longer, then at the request of
those concerned, the board of directors will issue a replacement share certificate, after
the original share certificate that is damaged or can no longer be used is returned to
the board of directors.
6.2 The original share certificate mentioned in Article 6.1 must then be destroyed by the
board of directors, and the board of directors must draw up minutes to be reported at
the next general meeting of shareholders.
6.3 If a share certificate is lost, then at the request of those concerned, the board of
directors must issue a replacement share certificate, provided the loss has been
sufficiently proven to the satisfaction of the board of directors.
6.4 The issuance of a replacement share certificate renders the original share certificate
null and void vis-á-vis the Company.
6.5 All expenses incurred for the issuance of a replacement of a share certificate must be
borne by the shareholder concerned.
6.6 The provisions in this Article 6 are applicable, mutatis mutandis, to the issuance of
replacements for collective share certificates.
Article 7 REGISTER OF SHAREHOLDERS AND SPECIAL REGISTER

7.1 The board of directors shall maintain and keep a register of shareholders and a special
register at the domicile of the Company.
7.2 The following must be recorded in the register of shareholders:
(a) the names and addresses of the shareholders;
3 Drafter can change this to become, for example, president director and one director, or a director, as may be instructed by
the client.
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(b) the quantity, serial number, date of acquisition and share classes (if there is
more than 1 (one) class of shares) of the shares owned by the shareholders;
(c) the amount paid for each share;
(d) the name and address of any person or legal entity that has a right of pledge
on shares or fiducia security over shares and the date the right of pledge was
acquired or date of registration of the fiducia security;
(e) the particulars of the subscription for the shares if payment was made other
than in the form of cash;
(f) the particulars of any transfer of shares, pledge, fiducia security or other
encumbrances created over the Company's shares; and
(g) other particulars deemed necessary by the board of directors.
Any registration or annotation in the register of shareholders must be signed by the

[president director]4.
7.3 As well as the register of shareholders meant in Article 7.2 above, the board of directors
shall create and keep a special register in which will be recorded the particulars of
ownership of shares in the Company and/or in any other companies by members of
the board of directors and the board of commissioners and their families and the date
such shares were acquired.
7.4 Every change of share ownership must be recorded in the register of shareholders and
the special register, as applicable, pursuant to Article 7.2 and Article 7.3 above.
7.5 The shareholders must notify the board of directors in writing of any change of address.
Until such notification has been given, all calls and notices to any shareholder will be
deemed valid if sent to the address of such shareholder that is recorded in the register
of shareholders.
7.6 Each shareholder has the right to see the register of shareholders and the special
register during the Company’s office hours.
Article 8 TRANSFER OF RIGHTS OF A SHARE

8.1 A transfer of rights of a share is by virtue of a deed of transfer signed by the transferor
and the transferee or their lawful representatives.
8.2 The deed of transfer mentioned in Article 8.1 or a copy thereof must be submitted to
the Company.
4 Drafter can change this to become, for example, president director and one director, or a director, as may be instructed by
the client.
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8.3 A transfer of rights of a share is subject to the approval of the general meeting of
shareholders.
8.4 A shareholder intending to transfer its shares must first offer them in writing to the other
shareholders stating the price and the terms of the sale and must inform the board of
directors in writing of such offer.
8.5 The other shareholders will be entitled to purchase the shares offered within 30 (thirty)
days after the date of the offer, in proportion to the number of shares they respectively
own.
8.6 A shareholder who offers its shares as mentioned in Article 8.4 will have the right to
withdraw the offer after the lapse of the period mentioned in Article 8.5.
8.7 The requirement to offer the shares to the other shareholders can only be imposed
once.
8.8 A transfer of shares is only permitted if all the provisions in the articles of association
have been complied with.
8.9 During the period from the date of notice of a general meeting of shareholders to the
date of the meeting, no transfer of shares may be undertaken.
Article 9 GENERAL MEETINGS OF SHAREHOLDERS

9.1 General meetings of shareholders of the Company are:
(a) Annual general meetings of shareholders mentioned in Article 9 of these

articles of association; and
(b) Extraordinary general meetings of shareholders, which are general meetings

of shareholders convened any time as deemed necessary.
9.2 Unless expressly stated otherwise, the term "general meeting of shareholders" in these
articles of association refers to both annual general meetings of shareholders and
extraordinary general meetings of shareholders.
9.3 The annual general meeting of shareholders is convened annually at the latest 6 (six)
months after the end of the Company's financial year.
9.4 At the annual general meeting of shareholders:
(a) the board of directors submits an annual report for approval by the
shareholders, which contains at least:
(i) the financial statements consisting of at least the balance sheet of the
financial year under review compared to the previous financial year,
profit and loss statement of the financial year under review, cash flow
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movement report, equity movement report and notes accompanying the

financial statements;
(ii) a report on the business operations of the Company;
(iii) a report on the implementation of the corporate social responsibility of

the Company;
(iv) an explanation of the problems faced by the Company dur ing the
financial year under review that affected the Company's performance;
(v) a report on the supervision conducted by the board of commissioners

during the financial year under review;
(vi) the names of members of the board of directors and the board of
commissioners; and
(vii) the salary and remuneration received by the members of the board of
directors and the board of commissioners during the financial year
under review,
(b) the appropriation of the profits, if the company has positive net earnings, is
decided and approved;
(c) the new members of the board of directors and the board of commissioners are
appointed, if necessary;
(d) an auditor is appointed; and
(e) other matters properly brought up pursuant to the articles of association are
considered.
9.5 The approval of the annual report, including the ratification of the financial statements
and the board of commissioners supervision report, by an annual general meeting of
shareholders means the granting of full discharge and acquittal to the members of the
board of directors and the board of commissioners with respect to the management
and supervision exercised during the previous year, to the extent that such actions are
reflected in the annual report.
9.6 An extraordinary general meeting of shareholders can be convened at any time

deemed necessary to discuss and decide certain agenda items of the Company.
9.7 The board of directors shall convene a general meeting of shareholders at the written
request of the board of commissioners, or 1 (one) or more shareholders jointly
representing at least 1/10 (one-tenth) of the total voting shares. Any such written
request must be sent by registered mail, stating the matters to be discussed together
with the reasons, with a copy submitted to the board of commissioners.
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9.8 If the board of directors fails to call a general meeting of shareholders as mentioned in
Article 9.7 within 15 (fifteen) days after the receipt of the request, the shareholder(s)
concerned will be entitled to make another request to the board of commissioners to
convene a general meeting of shareholders or the board of commissioners will be
entitled to call a general meeting of shareholders by itself. If a shareholder submits a
request to the board of commissioners, the board of commissioners shall call a general
meeting of shareholders within 15 (fifteen) days after the request to convene a general
meeting of shareholders is received.
9.9 If the board of directors or the board of commissioners fails to call a general meeting
of shareholders within the period mentioned in Article 9.8, the shareholder(s)
concerned will be entitled to call a general meeting of shareholders by itself after
obtaining a permit from the Head of the District Court having jurisdiction over the
domicile of the Company.
9.10 Any meeting convened in accordance with Article 9.9 shall observe the decision of the
Head of the District Court that issued the permit.
Article 10 VENUE, NOTICE, AND CHAIRPERSON OF GENERAL

MEETINGS OF SHAREHOLDERS
10.1 General meetings of shareholders will be convened at the domicile of the Company or
the place of main business activity of the Company.
10.2 General meetings of shareholders will be convened after the delivery of notice to the
shareholders by [registered mail][newspaper announcement][registered mail or
newspaper announcement] 5.
10.3 The notice for a general meeting of shareholders must be [sent][announced in an

Indonesian language daily newspaper with nationwide circulation][sent or announced
in an Indonesian language daily newspaper with nationwide circulation] 6 at least 14
(fourteen) days before the date of the meeting, not counting the date of the notice and
the date of the meeting.
10.4 The notice for a general meeting of shareholders must state the day, date, time, venue
and agenda of the meeting, together with a notice that the material for discussion at
the meeting will be available at the office of the Company from the day the notice is
sent up to the day of the meeting.
10.5 If all shareholders with lawful voting rights are present or represented at a meeting, the
prior notice mentioned in Article 10.2 will not be required and the meeting may be
convened anywhere within the territory of the Republic of Indonesia. At the meeting,
5 Drafter to choose one and deleted words not used .

6 Drafter to choose one in accordance with footnote 6 above and deleted words not used .
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valid and binding resolutions on the matters to be discussed may be adopted based
on the affirmative votes of all shareholders present or represented at the meeting.
10.6 General meetings of shareholders are presided over by the president director, or, if the
president director is absent or is prevented from attending, of which impediment no
evidence to third parties is required, by any member of the board of directors as
provided in Article 12. If the president director and all other members of the board of
directors are absent or prevented from attending for whatever reason, of which
impediment no evidence to third parties is required, the meeting will be chaired by a
member of the board of commissioners. If none of the commissioners are present or
they are prevented from attending for any reason whatsoever, of which impediment no
evidence to third parties is required, the meeting will be chaired by a person elected
by and from amongst those present at the meeting.
10.7 The shareholders may participate in a general meeting of shareholders through video
conference, telephone conference or similar communications system if such use
allows all the persons participating to hear and see one another. Such participation
constitutes personal presence in the general meeting of shareholders.
The minutes of general meetings of shareholders involving the use of a video

conference, telephone conference or similar communications system must be made in
writing and circulated to all participating shareholders for review and approval.
10.8 Minutes of meetings must be drawn up with respect to any and all things discussed
and resolved at a general meeting of shareholders. The minutes of meetings will be
legalized by the signature of the chairperson and 1 (one) of the shareholders or a proxy
of the shareholders designated by and from those present at the meeting. The minutes
of meetings are lawful evidence to all shareholders and third parties of the proceedings
and resolutions at the meeting.
10.9 The signature requirements mentioned in Article 10.8 do not apply if the minutes of the
meeting are drawn up in a notarial deed.
Article 11 QUORUM, VOTING RIGHTS AND RESOLUTIONS

11.1 (a) Unless these articles of association or related laws and regulations provide a
bigger quorum, a general meeting of shareholders may be held and is entitled
to adopt valid and binding resolutions if attended by shareholders representing
[more than 1/2 (one-half)]7 of the total shares with lawful voting rights issued by
the Company.
(b) If the quorum mentioned in Article 11.1(a) is not reached, notices for a second
meeting may be issued.
7 Drafter may adjust as per the client's preference provided that it is higher than as provided in brackets.
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(c) The notices mentioned in Article 11.1(b) must be issued no later than 7 (seven)
days before the meeting is held, excluding the date of the notice and th e date
of the meeting.
(d) The second meeting will be convened at the earliest ten (10) days and at the
latest 21 (twenty-one) days after the date of the first meeting.
(e) The second meeting may be held and is entitled to adopt valid and binding
resolutions if attended by shareholders representing [at least 1/3 (one -third)]8
of the total shares with lawful voting rights.
(f) If the quorum of the second meeting is not reached, then at the request of the
Company, the quorum for the third meeting will be determined by the Head of
the District Court whose jurisdiction covers the Company's domicile.
11.2 A shareholder may be represented by another shareholder or another person by virtue

of a power of attorney.
11.3 The chairperson is entitled to request that a power of attorney to represent a

shareholder be shown to him/her at the meeting.
11.4 At a meeting, each share grants to its holder the right to cast 1 (one) vote.
11.5 Members of the board of directors and the board of commissioners and employees of
the Company may act as proxies of a shareholder at a meeting, but their votes may
not be counted in the voting.
11.6 Voting concerning individuals must be by unsigned folded ballot papers. Voting
concerning other matters is carried out orally, unless the chairperson, without objection
being raised by any person present at the meeting, determines otherwise.
11.7 Blank votes and void votes must be considered non-existent and must not be counted
in determining the total votes cast at the meeting.
11.8 All resolutions are adopted based on deliberation to reach a consensus. If consensus
cannot be reached, resolutions will be adopted by voting based on the affirmative votes
of [more than 1/2 (one-half)]9 of the total votes lawfully cast at the meeting, unless the
articles of association determine otherwise.
In the event of a tied vote, the proposal will be deemed rejected, provided that with
respect to appointment of members of the board of directors and the board of
commissioners, voting will be continued until 1 (one) of the nominees has obtained the
required majority of votes legally cast.
8 Drafter may adjust as per the client's preference provided that it is higher than as p rovided in brackets.
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11.9 The shareholders may also adopt valid resolutions without convening a general
meeting of shareholders if all shareholders have been notified in writing and all have
granted their approval to the resolutions submitted in writing as evidenced by their
signed consent. All resolutions adopted in such a manner have the same legal effect
as resolutions lawfully adopted at a general meeting of shareholders. All such
resolutions may consist of several documents in like form, each signed by 1 (one) or
more shareholder.
Article 12 THE BOARD OF DIRECTORS

12.1 The Company is managed by a board of directors comprising at least 1 (one) director.
If more than 1 (one) director is appointed, 1 (one) of them is appointed as the president
director.
12.2 Members of the board of directors are appointed from persons who are qualified under
the prevailing laws and regulations.
12.3 Members of the board of directors are appointed by the general meeting of
shareholders, for a term of [3 (three)] 10 years commencing on the date of the general
meeting of shareholders in which they are appointed, without prejudice to the right of
the general meeting of shareholders s to dismiss them at any time mentioning the
reasons for the dismissal.
12.4 The term of office of any person appointed to the board of directors to fill a vacancy
resulting from any cause whatsoever will be the remaining portion of the term of the
member of the board of directors so replaced, unless provided otherwise by the
general meeting of shareholders.
12.5 Members of the board of directors may be reappointed to serve after the expiration of
their term of office.
12.6 Members of the board of directors may be given salaries and/or allowances, the
amount of which shall be determined by a general meeting of shareholders. That
authority of the general meeting of shareholders may be delegated to the board of
commissioners.
12.7 If for any reason whatsoever a vacancy occurs in the board of directors, then within 30
(thirty) days after the vacancy occurs, a general meeting of shareholders will be
convened to fill the vacancy with due observance of the provision in Article 12.2.
12.8 If for any reason whatsoever all positions of the board of directors are vacant, then
within 30 (thirty) days after the last vacancy occurs, a general meeting of shareholders
must be convened to appoint new members of the board of directors with due
10 Drafter may change this in accordance with client's instruction.
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observance of the provision in Article 12.2, and in the interim period the Company will
be managed by the board of commissioners.
12.9 A member of the board of directors is entitled to resign from his/her office by giving at
least [30 (thirty)] 11 days prior notice of this intention in writing to the Company.
12.10 The term of office of a member of the board of directors will be terminated if he/she:
(a) resigns, pursuant to the provision of Article 12.9;
(b) no longer complies with the requirements of the prevailing laws and regulations;
(c) passes away;
(d) is dismissed based on a resolution of a general meeting of shareholders; or
(e) is declared bankrupt or placed under guardianship under a court order.
Article 13 DUTIES AND POWERS OF THE BOARD OF DIRECTORS

13.1 The board of directors is fully accountable for the performance of its tasks and shall
act in the best interests of the Company to achieve its purposes and objectives.
13.2 Each member of the board of directors shall in good faith and with a full sense of
responsibility perform his/her tasks by observing the prevailing laws and regulations.
13.3 The board of directors has the right to represent the Company within and outside the
courts of law concerning all matters and in all events, to bind the Company vis -á-vis
third parties, and to take all actions, pertaining to both management and ownership
affairs, but with the limitation that [the board of commissioners’ approval will be
required for:
(a) borrowing any money (provided that obtaining customary overdraft facilities for
day-to-day operations or drawing money from an established credit or loan
account which has been so approved will not be regarded as borrowing for the
purpose of this provision) or lending any money on behalf of the Company in
an amount exceeding 50% (fifty percent) of the total paid-up capital of the
Company, whether in Rupiah or its equivalent in another currency;
(b) binding the Company as a guarantor;
(c) establishing a new company or playing a role in another company either in

Indonesia or abroad;
11 Drafter may change this in accordance with client's instruction.
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(d) acquiring by purchase, lease or any other method, movable or immovable

goods at a cost (in the case of leasing, an annual lease payment) which
exceeds 50% (fifty percent) of the total paid-up capital of the Company whether
in Rupiah or its equivalent in another currency; or
(e) creating security over movable or immovable goods owned by the Company.] 12
In addition, with respect to the actions referred to in Articles 13.3 (a) and (d),
approval of the general meeting of shareholders is required. Vis-á-vis third parties,
the approval of the board of commissioners is sufficiently proven by approvals in
accordance with Article 17.10, or by means of written approvals signed by the
members of the board of commissioners in accordance with Article 17.14.
13.4 The legal act of transferring in 1 (one) financial year or placing as security for an
indebtedness the Company’s assets which constitute more than 50% (fifty percent) of
the Company's net asset value, whether in a single transaction or several transactions
and whether related or unrelated, is subject to the approval of at least 3/4 (three-
quarters) of the total votes lawfully cast at a general meeting of shareholders at which
shareholders holding at least 3/4 (three-quarters) of the total shares with lawful voting
rights are present or represented.
13.5 (a) The [president director]13 has the right and is authorized to act for and on behalf
of the board of directors and to represent the Company.
(b) If the [president director] 14 is for any reason whatsoever not present or is
prevented from attending, any other member of the board of directors has the
right and authority to act for and on behalf of the board of directors and
represent the Company. No evidence to third parties is required for any such
absence.
(c) If there is only 1 (one) director, all tasks and authorities granted to the President
director and the other members of the board of directors under these articles
of association apply to him/her.
13.6 For certain actions, the board of directors has the right to appoint 1 (one) or more
persons as its representative or proxy by granting him/her/them powers as provi ded
for in a written power of attorney.
Distribution of work and the authority of each member of the board of directors is
stipulated by the general meeting of shareholders. If the general meeting of
shareholders does not determine the distribution of work and the authority of each
member of the board of directors, the distribution will be determined in a meeting of
the board of directors.
12 Drafter may adjust in accordance with client's preference .

13 Drafter may adjust in accordance with client's preference (e.g., president director together with one director).
14 Drafter to adjust in accordance with election in footnote 1 3.
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13.7 If the Company has interests conflicting with the personal interests of a member of the
board of directors, the Company will be represented by another member of the board
of directors. If the Company has conflicting interests with all the members of the board
of directors, the Company will be represented by the board of commissioners.
Article 14 MEETINGS OF THE BOARD OF DIRECTORS

14.1 Meetings of the board of directors must be convened at the domicile of the Company
or the place where the Company has its business activities.
14.2 Meetings of the board of directors can be held at any time deemed necessary by 1
(one) or more members of the board of directors or at the written request of 1 (one) or
more members of the board of commissioners, or of 1 (one) or more shareholders who
jointly represent at least 1/10 (one-tenth) of the total shares having lawful voting rights.
14.3 Notices of meetings of the board of directors will be issued by a member of the board
of directors entitled to represent the board of directors under the provisions of Article
13.5.
14.4 Notices of meetings of the board of directors will be sent by registered mail, electronic
mail or facsimile at the latest 10 (ten) days before the meeting, not counting the date
of the notice and the date of the meeting.
Each member of the board of directors must accept a shorter period of notice than that
prescribed by the articles of association, including no prior notice, if, in the opinion of
the president director, the matters to be considered at that meeting require urgent
decisions.
If all members of the board of directors are present or represented at a meeting, the
prior notice mentioned in this article will not be required and the meeting may be
on the affirmative votes of all members of the board of directors present or represented
at the meeting.
14.5 The notice must state the agenda, date, time and venue of the meeting.
14.6 Members of the board of directors may participate in meetings of the board of directors
through video conference, telephone conference or similar communications system if
that use allows all the persons participating to see and hear one another. Such
participation constitutes personal presence at the meeting.
The minutes of meetings involving the use of a video conference, telephone

conference or similar communications system must be made in writing and circulated
to all members of the board of directors who participated in the meeting for review and
approval.
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14.7 Meetings of the board of directors are chaired by the president director, or if the
president director is absent or prevented from attending, the meeting is chaired by a
member of the board of directors elected by and from the members of the board of
directors present. No evidence to third parties is required for any such absence.
14.8 A member of the board of directors may be represented at a meeting of the board of
directors only by another member of the board of directors by virtue of a power of
attorney.
14.9 Meetings of the board of directors are lawful and entitled to adopt binding resolutions
if the [majority]15 of the members of the board of directors are present or represented
at the meeting.
14.10 Resolutions of a meeting of the board of directors are adopted by deliberation to reach
a consensus. If consensus cannot be reached, resolutions will be adopted by voting
based on affirmative votes of [more than 1/2 (one-half)]16 of the total votes cast at the
meeting.
14.11 In the event of a tied vote, the chairperson of a meeting of the board of directors has a
casting vote.
14.12 (a) Each member of the board of directors present is entitled to cast 1 (one) vote
plus 1 (one) additional vote for each of the other members of the board of
directors he/she represents.
(b) Voting concerning individuals is by unsigned folded ballots. Voting concerning

other matters is done orally, unless the chairperson determines otherwise,
without any objection being raised by those present.
(c) Blank and void votes are considered as not lawfully cast and non -existent and
are not counted in determining the number of votes cast.
14.13 Minutes of meetings of the board of directors are drawn up by a person present at the
meeting designated by the chairperson and are signed by the chairperson to verify the
completeness and accuracy of the minutes. If the minutes of meeting are drawn up by
a notary, the above signature is not required.
Minutes of meetings drawn up and signed as aforesaid will serve as legal evidence for
all members of the board of directors and third parties of the resolutions adopted and
the events that occurred at the meeting.
15 Drafter may adjust in accordance with client's instruction .

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14.14 The board of directors may also adopt valid resolutions without convening a Meeting
of the board of directors, provided that all members of the board of directors have been
notified in writing and all members of the board of directors have granted their approval
of those resolutions as evidenced by their signed consent.
Resolutions adopted in such a manner have the same legal force as resolutions
lawfully adopted at a meeting of the board of directors. All such resolutions may consist
of several documents in like form, each signed by 1 (one) or more director.
14.15 A copy of, or excerpt from, the minutes of a meeting of the board of directors or of
resolutions adopted in accordance with Article 14.14 is deemed a legal copy or excerpt
if it is stated to be a true copy or excerpt and is signed by the president director or if it
is issued by the civil notary who drew up the minutes.
Article 15 THE BOARD OF COMMISSIONERS

15.1 The board of commissioners comprises at least 1 (one) commissioner. If more than 1
(one) commissioner is appointed, 1 (one) of them is appointed as the president
commissioner.
15.2 Members of the board of commissioners are appointed from persons who are qualified
under the prevailing laws and regulations.
15.3 The members of the board of commissioners are appointed by the general meeting of
shareholders for a term of [3 (three)] 17 years commencing from the date of the general
meeting of shareholders in which they are appointed without prejudice to the right of
the general meeting of shareholders to dismiss them at any time mentioning the
reasons for the dismissal.
15.4 The term of office of any person appointed to the board of commissioners to fill a
vacancy resulting from any cause whatsoever will be the remaining portion of the term
of the member of the board of commissioners so replaced, unless provided otherwise
by the general meeting of shareholders.
15.5 Members of the board of commissioners may be reappointed to serve after the
expiration of their term of office.
15.6 Members of the board of commissioners may be given salaries and/or allowances, the
amount of which shall be determined by a general meeting of shareholders.
15.7 If for any reason whatsoever, a vacancy occurs in the board of commissioners, then
within 30 (thirty) days after the vacancy occurs, a general meeting of shareholders
shall be convened to fill the vacancy with due observance of the provision in Article
15.2.
17 Drafter to adjust in accordance with client's instruction.
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15.8 If for any reason whatsoever all positions in the board of commissioners are vacant,
then within 30 (thirty) days after the last vacancy occurs, a general meeting of
shareholders must be convened to appoint new members of the board of
commissioners with due observance of the provision in Article 15.2.
15.9 A member of the board of commissioners is entitled to resign from his/her office by
giving [30 (thirty) days] 18 prior notice of this intention in writing to the Company.
15.10 The term of office of a member of the board of commissioners will terminate if he/she:
(a) resigns, pursuant to the provision of Article 15.9;
(b) no longer complies with the requirements of the prevailing laws and regulations;
(c) passes away;
(d) is dismissed based on a resolution of a general meeting of shareholders; or
(e) is declared bankrupt or placed under guardianship under a court order.
Article 16 DUTIES AND POWERS OF THE BOARD OF COMMISSIONERS

16.1 The board of commissioners exercises control over the policy of the board of directors
in running the Company, and gives advice to the board of directors.
16.2 The board of commissioners, jointly or severally, at any time during office hours of the
Company, is entitled to enter the premises or other places used or controlled by the
Company, examine all books, letters and other exhibits of the Company, examine and
verify the financial position of the Company and have access to details about all actions
taken by the board of directors.
16.3 The board of directors and any of its members must provide explanations on all matters
requested by the board of commissioners.
16.4 The board of commissioners at any time has the right to suspend any member of the
board of directors who acts contrary to the articles of association and/or the prevailing
laws and regulations.
16.5 The suspension must be reported to the person concerned, together with detailed
reasons for the suspension.
16.6 Within 30 (thirty) days after a suspension, the board of commissioners must convene
a general meeting of shareholders to decide whether the suspended member of the
board of directors will be dismissed or re-instated to his/her former position, whereas
18 Drafter to adjust in accordance with client's instruction.
17
Desk Top Reference
the suspended member of the board of directors must be given the opportunity to
attend the meeting and defend him/herself.
16.7 The meeting mentioned in Article 16.6 is chaired by the president commissioner or, in
his/her absence, by 1 (one) of the persons elected by and from amongst those present.
No evidence to third parties is required for any such absence.
16.8 If a general meeting of shareholders is not convened within 30 (thirty) days after the
suspension, the suspension becomes void, and the person concerned has the right to
resume his office.
16.9 If all members of the board of directors are suspended and the Company is left with no
directors, the board of commissioners is obliged for the time being to manage the
Company.
In that case, the board of commissioners is entitled to grant temporary powers to 2

(two) or more members of the board of commissioners who will be jointly responsible.
16.10 If there is only 1 (one) commissioner, all tasks and authority granted to the president
commissioner or members of the board of commissioners under these articles of
association will apply to that commissioner.
Article 17 MEETINGS OF THE BOARD OF COMMISSIONERS

17.1 Board of commissioners’ Meetings may be convened at the domicile of the Company
or the place of the Company’s business activities.
17.2 Meetings of the board of commissioners may be held at any time deemed necessary
by 1 (one) or more members of the board of commissioners, at the written request of
1 (one) or more members of the board of directors or at the request of 1 (one) or more
shareholders who jointly represent at least one-tenth (1/10) of the total lawful voting
shares.
17.3 Notices of meetings of the board of commissioners will be issued by the president
commissioner.
17.4 Notices of meetings of the board of commissioners will be sent by registered mail,
electronic mail or facsimile at the latest 10 (ten) days before the meeting, not counting
the date of the notice and the date of the meeting.
Each member of the board of commissioners must accept a shorter period of notice
than that prescribed by the articles of association, or no prior notice, if, in the opinion
of the president commissioner, the matters to be considered at the meeting require
urgent decisions.
If all members of the board of commissioners are present or represented at a meeting,

the prior notice mentioned in this article will not be required and the meeting may be
18
Desk Top Reference
on the affirmative votes of all members of the board of commissioners present or
represented at the meeting.
17.5 The notice will state the agenda, date, time and venue of the meeting.
17.6 Members of the board of commissioners may participate in meetings of the board of
commissioners through video conference, telephone conference or similar
communications system if that use allows all the persons participating to see and hear
one another. Such participation will constitute personal presence at the meeting.
The minutes of meetings involving the use of a video conference, telephone

conference system or similar communications system have to be made in writing and
circulated to all members of the board of commissioners who participated in the
meeting for review and approval.
17.7 Meetings of the board of commissioners are chaired by the president commissioner,
or if the president commissioner is not present or prevented from attending, the
meeting is chaired by a person elected by and from amongst the commissioners
present. No evidence to third parties is required for any such absence.
17.8 A commissioner may be represented at a meeting of the board of commissioners by

another commissioner by virtue of a power of attorney.
17.9 Meetings of the board of commissioners are lawful and entitled to adopt binding
resolutions only if [the majority] 19 of the members of the board of commissioners are
present or represented at the meeting.
17.10 Resolutions of a meeting of the board of commissioners are adopted by deliberation

to reach a consensus. If consensus cannot be reached, resolutions will be adopted by
voting based on affirmative votes of [more than 1/2 (one-half)] 20 of the total votes
lawfully cast at the meeting.
17.11 In the event of a tied vote, the chairperson of a meeting of the board of commissioners
has a casting vote.
17.12 (a) Each member of the board of commissioners present is entitled to cast 1 (one)
vote plus 1 (one) additional vote for each of the other commissioners he/she
represents.
(b) Voting concerning individuals is by unsigned folded ballots. Voting concerning

other matters is done orally, unless the chairperson determines otherwise,
without any objection being raised by those present.
19 Drafter may adjust in accordance with client's instruction.

19
Desk Top Reference
(c) Blank and void votes are considered as not lawfully cast and non -existent and
shall not be counted in determining the number of votes cast.
17.13 Minutes of meetings of the board of commissioners must be drawn up by a person

present at the Meeting designated by the chairperson and must be signed by the
chairperson to verify the completeness and accuracy of the minutes. If the minutes are
drawn up by a notary, the above signatures are not required.
Minutes of meetings drawn up and signed as aforesaid will serve as legal evidence for
all members of the board of commissioners and third parties of the resolutions adopted
and the events that occurred at the meetings.
17.14 The board of commissioners may also adopt valid resolutions without convening a
Meeting of the board of commissioners, provided that all members of the board of
commissioners have been notified in writing and all members of the board of
commissioners have granted their approval of those resolutions as evidenced by their
signed consent.
Resolutions adopted in such a manner have the same effect as resolutions lawfully
adopted at a meeting of the board of commissioners. All such resolutions may consist
of several documents in like form, each signed by 1 (one) or more commissioner.
17.15 A copy of, or excerpt from, the minutes of a meeting of the board of commissioners or
resolutions adopted in accordance with Article 17.14 is deemed a legal copy or excerpt
if it is stated to be a true copy or excerpt and is signed by the president commissioner,
or if it is issued by the civil notary who drew up the minutes.
Article 18 BUSINESS PLAN, FINANCIAL YEAR AND ANNUAL REPORT

18.1 The board of directors must submit a business plan that consists of the Company’s
annual budget to the [board of commissioners][general meeting of shareholders]21 for
approval before the commencement of a financial year.
18.2 The business plan mentioned in Article 18.1 must be submitted to the [ board of
commissioners][general meeting of shareholders]22 at the latest thirty (30) days before
the commencement of the next financial year.
18.3 The financial year of the Company runs from [1 January to 31 December] 23.
At the end of [December] 24 of each year, the books of the Company are closed.
21 Drafter to choose one and delete the word not used .

22 Drafter to choose one and delete the word not used .
23 Drafter to adjust in accordance with the client's preference.
24 Drafter to adjust to be in line with footnote 23
20
Desk Top Reference
The first financial year of the Company commences on the date of this deed of
establishment and ends on [insert as per the client's preference].
18.4 Within 6 (six) months after the Company's books are closed, the board of directors
must submit the annual report, signed by all members of the board of directors and the
board of commissioners, to the annual general meeting of shareholders in accordance
with the prevailing laws and regulations.
The annual report must be made available at the office of the Company at the latest
14 (fourteen) days before the date of the annual general meeting of shareholders, for
inspection by the shareholders.
Article 19 APPROPRIATION OF PROFIT

19.1 The net profit of the Company in a financial year as reflected in the balance sheet and
profit and loss statement approved by the annual general meeting of shareholders and
which constitutes positive net earnings must be appropriated in a manner determined
in the meeting.
19.2 If the annual general meeting of shareholders does not make any determination with
respect to the net profit, the net profit, after deduction for the reserve fund as required
by the law and the Company's articles of association, is distributed as dividends.
19.3 If the profit and loss statement in a financial year shows a loss that cannot be covered
by the reserve fund, the loss must continue to be recorded and entered in the profit
and loss statement, and in the following financial years the Company will not be
considered as having made a profit until the loss recorded and entered in the profit and
loss statement has been fully covered.
19.4 Profits distributed as dividends that remain unclaimed 5 (five) years after having been
made available for payment must be entered in the reserve fund especially intended
for that purpose.
Dividends in the special reserve fund may be claimed by the shareholder entitled
thereto before the lapse of 10 (ten) years, for which it must submit evidence of the right
to such dividends that is acceptable to the board of directors of the Company.
Dividends left unclaimed after the lapse of that period will be forfeited to the Company.
19.5 The Company may distribute interim dividends prior to the end of the Company’s
financial year pursuant to resolutions of the board of directors after obtaining approval
from the board of commissioners and with due observance of the prevailing laws and
regulations.
21
Desk Top Reference
Article 20 APPROPRIATION OF THE RESERVE FUND

20.1 The portion of the profit set aside for the reserve fund up to an amount equal to 20%
(twenty percent) of the subscribed and paid up capital may only be used to cover losses
sustained by the Company that are not covered by other reserve funds.
20.2 If the amount of the reserve fund exceeds 20% (twenty percent) of the subscribed and
paid up capital, the general meeting of shareholders may decide that the excess
amount will be used for the Company's needs.
20.3 The reserve fund referred to in Article 20.1 which has not been used to cover losses,
and any excess reserve fund as referred to in Article 20.2, which utilization has not
been approved by the general meeting of shareholders, is administered by the board
of directors in a manner it deems appropriate and with due observance of the prevailing
laws and regulations.
Article 21 AMENDMENTS TO THE ARTICLES OF ASSOCIATION

21.1 Amendments to the articles of association are determined by a general meeting of
shareholders attended by shareholders representing [at least 2/3 (two-thirds)]25 of the
total issued shares having lawful voting rights and approved by [at least 2/3 (two-
thirds)]26 of the total votes validly cast at the meeting.
21.2 Amendments to the articles of association concerning a change of name, domicile,

purposes and objectives, business activities, period of establishment or amount of
authorized capital, or a reduction of the subscribed and paid up capital or a change of
status of a private company to become a public company or vice versa, are subject to
approval from the Minister of Law and Human Rights of the Republic of Indonesia
pursuant to the prevailing laws and regulations.
21.3 Amendments to the articles of association other than with regard to the matters stated
in Article 21.2 only need to be notified to the Minister of Law and Human Rights of the
Republic of Indonesia according to the prevailing laws and regulations.
21.4 If at a meeting referred to in Article 21.1 the prescribed quorum is not reached, then at
the earliest 10 (ten) days and at the latest 21 (twenty-one) days after the first meeting,
a second meeting may be convened with the same conditions and agenda as given
for the first meeting, except that notice must be given at the latest 7 (seven) days
before the second meeting, excluding the date of the notice and the date of the
meeting.
22
Desk Top Reference
The second meeting is lawful and entitled to adopt binding decisions if attended by
shareholders representing [at least three-fifths (3/5)]27 of the total issued shares with
lawful voting rights and resolutions must be approved by [at least two -thirds (2/3)]28 of
the total votes validly cast at the meeting.
21.5 Resolutions regarding reduction of the capital must be notified to all the creditors of
the Company and published by the board of directors in 1 (one) daily newspaper in the
Indonesian language having nationwide circulation at the latest 7 (seven) days after
the date of the resolution on the reduction of the capital.
Article 22 MERGER, CONSOLIDATION, ACQUISITION AND SPIN-OFF

22.1 With due observance of the provisions of the prevailing laws and regulations, a merger,
consolidation, acquisition or spin-off may only be performed by virtue of a resolution of
a general meeting of shareholders attended by shareholders representing [at least 3/4
(three-quarters)]29 of the total shares with lawful voting rights and resolutions must be
approved by [at least 3/4 (three-quarters)] 30 of the total votes lawfully cast at the
meeting.
22.2 The board of directors must announce in writing to the employees and also in 1 (one)
Indonesian language daily newspaper with nationwide circulation, the plan for the
merger, consolidation, acquisition or spin-off at the latest 30 (thirty) days prior to the
date of the notice of the general meeting of shareholders.
Article 23 DISSOLUTION AND LIQUIDATION

23.1 With due observance of the provisions of the prevailing laws and regulations, the
dissolution of the Company may only be done by virtue of a resolution of a general
meeting of shareholders attended by shareholders representing [at least 3/4 (three-
quarters)]31 of the total shares with lawful voting rights and must be approved by [at
least 3/4 (three-quarters)]32 of the total votes cast at the meeting.
23.2 If the Company is dissolved, either pursuant to a resolution of the general meeting of
shareholders or upon adjudication on dissolution by a court, liquidation must be carried
out by a liquidator.
23.3 The board of directors will act as liquidator if no liquidator is designated in the resolution
of the general meeting of shareholders or in the decree mentioned in Article 23.2.
23
Desk Top Reference
23.4 The remuneration, if any, for the liquidator is determined by the general meeting of
shareholders or by a court judgment.
23.5 The liquidator shall follow the prevailing laws and regulations with regard to the
Company’s liquidation process.
23.6 The remaining balance of the liquidation account will be divided among the
shareholders, each receiving an amount in proportion to the paid -up nominal value of
the total shares it owns.
23.7 The articles of association contained in this deed of establishment and any subsequent
amendments hereof shall remain in force until the date the liquidation account is ratified
by the general meeting of shareholders and a full discharge and acquittal is given to
the liquidator.
Article 24 CLOSING PROVISIONS

All matters that are not provided for or not adequately covered in these articles of
association will be decided by the general meeting of shareholders in accordance with
the articles of association.
Furthermore, the person[s] appearing here acting in [his][her][their] abovementioned

capacities state that:
I. For the first time, [100% (one hundred percent)]33 of the shares, or [insert number of
shares] ([insert number of shares in words)] shares having an aggregate nominal
value of Rp[insert Rupiah amount] ([insert Rupiah amount in words] Rupiah) [or
US$[insert US$ amount] ([insert US$ amount in words] United States Dollars)] have
been subscribed for and will be paid up fully in cash by the following shareholders:
(a) [Insert shareholder A], in the amount of [insert number of shares] ([insert
number of shares in words)] shares having an aggregate nominal value of
Rp[insert Rupiah amount] ([insert Rupiah amount in words] Rupiah) [or
US$[insert US$ amount] ([insert US$ amount in words] United States Dollars)];
and
(b) [Insert shareholder B], in the amount of [insert number of shares] ([insert
number of shares in words)] shares having an aggregate nominal value of
Rp[insert Rupiah amount] ([insert Rupiah amount in words] Rupiah) [or
US$[insert US$ amount] ([insert US$ amount in words] United States Dollars)],
33 Drafter to adjust to fit the client's instruction
24
Desk Top Reference
or [insert number of shares] ([insert number of shares in words)] shares having an

aggregate nominal value of Rp[insert Rupiah amount] ([insert Rupiah amount in words]
Rupiah) [or US$[insert US$ amount] ([insert US$ amount in words] United States
Dollars)].
II. In deviation of the provisions of Articles 12 and 15 hereof regarding the procedures for
the appointment of the members of the board of directors and the board of
commissioners, the persons below have been initially appointed to the following
positions:
- President director : [insert name and details of nominated individual]
- Director : [insert name and details of nominated individual]
- President commissioner : [insert name and details of nominated individual]
- Commissioner : [insert name and details of nominated individual]
[The appointment of the members of the board of directors and the board of
commissioners has been accepted by [the person][each of the persons concerned]
and will be confirmed at the first general meeting of shareholders to be held after this
deed of establishment is approved by the Minister of Law and Human Rights of the
Republic of Indonesia.]
III. Further, the person[s] appearing here grant[s] a power of attorney to the Notary, with
the right of substitution, to submit a request for approval and confirmation of this deed
of establishment from the appropriate authorities, including but not limited to the
Ministry of Law and Human Rights, pursuant to the prevailing laws and regulations for
the purpose of conducting all activity, signing all applications and making amendments
and/or additions in whatever form deemed necessary to obtain such approval, without
exception.
IN WITNESS WHEREOF
This deed has been read and duly signed in Jakarta, on the day and date mentioned in the
preamble of this deed, in the presence of [insert by Notary] and [insert by Notary], both
employees of the Notary, and residing in Jakarta, as witnesses.
25
Desk Top Reference
C. Overview on PT PMA Establishment Process

Desk Top Reference
The below chart reflects a broad overview of the establishment process of a PT PMA by a foreign investor. Note that the chart is prepared based on the current applicable
regulations and policies (w hich may change from time to time) and based on the assumption that the licensing of the PT PMA falls under the authority of the OSS system. Also
note that, depending on the line(s) of business and product(s) of the PT PMA, the information in the chart may change. The follow ing is a simplistic overview of the process,
and the timeline is ambitious, but can slip given the process and Indonesian bureaucracy.
Complete the Execute deed of Attend to interim process - Submit deed of establishment for Attend to post MOLHR
preparation details establishment in front of licensing, registrations and MOLHR approval/receipt of approval issues
Indonesian notary bank account MOLHR approval
Approx. 4 weeks 3 days Approx. 4 weeks Approx. 3 days
Note: Upon receipt of the MOLHR approval, Fulfill necessary commitments

Items to be done to ensure smoother Sign deed of establishment Prepare supporting items (occurs Register at the OSS system to obtain NIB, and based on the business licenses or
process include: sequentially): the PT PMA is duly established and obtains
limited liability company status. Currently, the necessary business licenses and operational/commercial licenses
Note: Contracts can be signed operational/commercial licenses (if required) obtained from the OSS system
NPWP number is issued when the MOLHR
(1) finalize establishment documents, e.g., after the deed of establishment is (1) obtain SKDP or statement letter approval is issued. However, companies will Approx. 3-5 days
questionnaire, NIB application and signed and prior to receipt of the of domicile - letter indicating the Attend to periodical
still then need to process the NPWP card at
deed of establishment MOLHR approval (e.g., lease PT PMA's domicile (some Attend to post establishment corporate/employment compliance
(2) prepare notarized and legalized agreement), but all directors, landlords may only want to issue the relevant tax office by submitting the
relevant application documents. compliance/reporting/registration, including: matters (e.g., submit quarterly
powers of attorney granting authority commissioners and shareholders the statement if the lease Approx. 2 weeks investment realization report
to individuals (e.g., legal consultant must sign, and they have personal agreement has been signed) (LKPM), or renew licenses)
and processing agent) to process the liability (2) open a bank account and
(1) prepare register of shareholders, special
establishment, including signing the contribute paid up capital into
register and share certificates
deed of establishment the account (2) attend to manpower compliance matters (e.g.,
(3) prepare deed of establishment with register to social security program (BPJS))
Indonesian notary
(4) determine office space for the PT PMA Hold the First EGMS
(5) establish contact with bank
(6) prepare capability statement letters for Obtain NPWP card
appointed directors and appointed
commissioners, and provide copies of Obtain PKP - this would include a site visit
passports or Indonesian identity cards
Hire Key Employees
This assumes no market entry advice etc. is
being given (or has been given) Apply for work permits for foreign directors
and foreign commissioners (if applicable)
Approx. 2-3 months
The deed of establishment must be submitted to the MOLHR within 60 days after the date of
the deed of establishment

Desk Top Reference
For further information, please contact:
Mita Djajadiredja
Senior Partner
Tel: +62 21 2960 8689
E-mail: mita.djajadiredja@bakermckenzie.com
Cahyani Endahayu
Partner
Tel: +62 21 2960 8515
E-mail: cahyani.endahayu@bakermckenzie.com
Daniel Pardede
Partner
Tel: +62 21 2960 8609
E-mail: daniel.pardede@bakermckenzie.com

Baker McKenzie helps clients overcome the
challenges of competing in the global economy.
We solve complex legal problems across borders and practice

areas. Our unique culture, developed over 70 years, enables our
13,000 people to understand local markets and navigate multiple
jurisdictions, working together as trusted colleagues and friends
to instill confidence in our clients.
Visit www.hhp.co.id to learn more.
HHP Law Firm

Pacific Century Place, Level 35
Sudirman Central Business District Lot 10
Jl. Jendral Sudirman Kav 52-53
Jakarta 12190, Indonesia
Tel: +62 21 2960 8888 | Fax: +62 21 2960 8999
DISCLAIMER
It should be noted that the material in this book isdesignated to provide general information only. It isnot offered as advice on any particular matter, whetherit
be legal, procedural or other, and should not be takenas such. The authors expressly disclaim all liability toany person inrespect of the consequences of
anythingdone or omitted to be done wholly or partially inreliance upon the whole or any part of the contentofthis book. No reader should act or refrain from
actingon the basis of any matter contained in it withoutseeking specific professional advice on the particularfacts a circumstances at issue.
© 2020 Hadiputranto, Hadinoto & Partners. All rightsreserved. Hadiputranto, Hadinoto & Partners is amember of Baker & McKenzie International.
This may qualify as “Attorney Advertising” requiringnotice in some jurisdictions. Prior results do notguarantee a similar outcome.
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Company Establishment (Pma) Desk Top Reference: 2020 EDITION

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Notes on Establishing a New Foreign Investment

Hadiputranto, Hadinoto & Partners | i

A. Steps Involved in Establishing a PT PMA in Indonesia

If we are instructed to establish a company, we would provide a detailed checklist for

1. Completing the Preparation Details

The OSS system was launched on 9 July 2018, as an implementation of Government

Hadiputranto, Hadinoto & Partners | 1

Important points to note to establish a PT PMA:

Law No. 40 of 2007 on Limited Liability Companies ("Company Law")

2 | Hadiputranto, Hadinoto & Partners

(b) Line of business

Under Presidential Regulation No. 44 of 2016 on List of Business Sectors

(c) Debt/equity ratio

(d) Total intended investment

The minimum investment is subject to the Company Law and BKPM

Hadiputranto, Hadinoto & Partners | 3

In addition, the minimum capital participation of a shareholder in a PT PMA is

Indonesia does not have the concept of having a registered office in a

Consequently, a credible office is required and virtual/serviced/shared office

2. Executing the Deed of Establishment

4 | Hadiputranto, Hadinoto & Partners

3. Obtaining a Letter of Domicile

Government authorities in some cities in Indonesia still require a PT PMA to obtain a

Hadiputranto, Hadinoto & Partners | 5

The following documents are required to obtain an SKDP:

(c) original statement letter of domicile from the building management

(d) a copy of a lease agreement or memorandum of understanding for the office

(e) a copy of identity card/passport of all directors and commissioners of the PT

(f) A copy of the NPWP (if required)

Normally, the SKDP can be obtained within one week.

4. Opening a Bank Account

(a) a completed bank account opening application form

(b) a copy of the executed (notarial) deed of establishment

(c) a copy of the MOLHR approval of the executed (notarial) deed of

(d) a copy of the SKDP (or a statement letter of domicile)

(e) a copy of the NPWP (if required)

6 | Hadiputranto, Hadinoto & Partners

5. Obtaining Approval of the Deed of Establishment from the

Hadiputranto, Hadinoto & Partners | 7

establishment. However, in practice, the MOLHR will accept a capital funding

It should be noted that MOLHR regulations require evidence of capital injection to be

In relation capital funding statements, the following should be noted:

8 | Hadiputranto, Hadinoto & Partners

Clients should seek more detailed advice on this approach.

6. Obtaining an NPWP Card

To obtain the NPWP card, the following documents must be submitted:

(a) an application letter (a form is available at the relevant Tax Office

(b) a copy of the executed (notarial) deed of establishment

7. Obtaining a VAT ID Number

To obtain the PKP, the following documents must be submitted:

(a) an application letter (a form is available at the Tax Office)

(b) a copy of the executed (notarial) deed of establishment

(c) a copy of the SKDP (or a statement letter of domicile)

Hadiputranto, Hadinoto & Partners | 9

(d) a copy of the NPWP

A PKP application usually needs to be accompanied by evidence that expenses are

8. Registering at the OSS System

Under the current OSS system, business licenses and operational/commercial

10 | Hadiputranto, Hadinoto & Partners

commitments/obligations imposed to enable the holders to conduct activities are

9. Attending to Post-Establishment Compliance/ Reporting/