Indonesia · Foreign founder registration
How to Register a Company in Indonesia
Connect ownership, capital, AHU formation and activity permissions before the first transaction.
To register a company in Indonesia as a foreign founder, first confirm that the activity and ownership fit a PT PMA. Agree the KBLI, project location and funding plan, execute the Indonesian notarial deed, obtain AHU legal-entity approval and complete the applicable OSS permissions. Tax access, banking, premises and immigration need separate checks before the business starts operating.
Key takeaways
- A PT PMA is the usual Indonesian operating-company route for foreign investment; a domestic PT and a general representative office serve different ownership or activity needs.
- Use the current KBLI 2025 directory and reconcile older codes before finalizing the deed and OSS activity data.
- The general PT PMA paid-up-capital minimum is IDR 2,500,000,000 per company; the general investment threshold is greater than IDR 10,000,000,000, with activity and location exceptions.
- AHU approval establishes the entity file; the NIB, Standard Certificate or licence must be read against each activity’s risk tier.
- Assign tax, banking and reporting responsibilities during formation, including LKPM and the current annual corporate-report submission.
Choose the Indonesian registration route before drafting
A foreign founder who needs an Indonesian operating company should normally assess a PT PMA first. PMA identifies foreign investment; PT identifies the Indonesian limited company. The ordinary route combines Indonesian company formation with investment and activity permissions. BKPM Regulation 5/2025, Article 23 requires the relevant foreign-investment entity to take Indonesian PT form.
A domestic PT route fits genuine domestic ownership. It is not an interchangeable small-company option for an overseas investor. A general foreign company representative office, or KPPA, serves a different purpose: its permitted preparatory and liaison functions do not extend to ordinary commercial sales transactions. Specialized representative offices have separate rules. Decide who will sign customer contracts and earn the Indonesian revenue before choosing either route.
Foreign ownership must then fit the activity. Presidential Regulation 49/2021, amending Regulation 10/2021 , includes activity-specific investment conditions. Check the stated business field, ownership limitations and any special permission together; a broad industry label does not settle the answer. This guide concentrates on forming an ordinary PT PMA, rather than on regulated-sector exceptions or acquiring an existing company.
For a coordinated review of the owners, business model and filing scope, use the Indonesia company registration service page . Prepare a short commercial description first: what is sold, to whom, where the work happens and which entity receives payment. That description gives the notary and licensing adviser something concrete to test.
Indonesia company registration starts with the KBLI and project
Choose the actual business activity and project location before approving the deed. These inputs affect foreign ownership, investment calculations, the risk tier and premises requirements. A company name alone tells the authorities little about what the company will do.
The live OSS activity directory identifies KBLI 2025 . Older proposals may still contain KBLI 2020 codes. Use the official KBLI conversion tool to reconcile them; codes can be retained, split, merged or otherwise changed. Ask the notary to align the intended objects in AHU with the activity entries accepted by OSS. Avoid blindly copying an old code from a competitor’s documents.
| Founder input | Evidence to obtain | Decision before signing |
|---|---|---|
| Goods or services, customers and delivery method | KBLI description and any exclusions, with old-to-new mapping if needed | Does the classification describe the real transaction? |
| Foreign owners and ownership proportions | Activity-specific ownership condition and relevant sector rule | Can the intended investors hold those shares? |
| Office, shop, factory or other project site | Address and premises evidence, with the location recorded consistently | Can that activity be carried out at that site? |
| Planned equipment, expenditure and funding | Investment calculation by applicable activity grouping and location | Is the project financially credible under its actual rule? |
Treat this schedule as the founder’s instruction sheet, not a list of attractive codes to accumulate. An extra activity can introduce a different ownership condition, capital calculation or approval task. Conversely, leaving out a real revenue activity can make the eventual company file inconsistent with its contracts. Resolve both problems while the documents are still drafts.
Build the PT PMA funding plan in four separate buckets
Separate the investment commitment, shareholder capital, cash needed to operate and third-party costs. They answer different questions and should appear separately in your budget. The current general rules are in BKPM Regulation 5/2025, Articles 26–27 ; do not reuse the old assumption that every PT PMA must have IDR 10,000,000,000 of paid-up capital.
| Bucket | Current starting point | How to control it |
|---|---|---|
| Total investment | Generally greater than IDR 10,000,000,000, excluding land and buildings, per five-digit KBLI per project location | Record the applicable grouping, exclusions, funding sources and planned realization. |
| Issued and paid-up share capital | Generally at least IDR 2,500,000,000 per PT, unless other legislation sets a different condition | Match shares, shareholders, deed and payment evidence. Authorized capital is a separate constitutional amount. |
| Cash available for operations | A project-specific cash-flow requirement | Map rent, payroll, equipment and supplier payments against available funds and permitted uses. |
| Government and professional costs | Filing charges plus separately scoped notary, document and advisory costs | Keep official billing, provider fees and company funding on different budget lines. |
The investment default has material exceptions. Article 26 provides grouping rules for wholesale, construction, food and beverage services, and products in one production line. Land and buildings count differently for listed property, accommodation and agricultural activities; certain property units have their own treatment. Electric-vehicle charging projects and special economic zones also require a specific calculation. Have the adviser identify the applicable paragraph in the activity schedule rather than applying the default mechanically.
Article 27 sets a twelve-month transfer undertaking, with exceptions for asset purchases, building construction and company operations, supported by an OSS declaration. It should not be described as an absolute freeze that prevents operating expenditure. Equally, a permitted use of funds does not turn paid-up capital into money the founder can casually take back. Preserve the payment trail and the business purpose of withdrawals.
For the wider funding terminology, see minimum investment versus paid-up capital in Indonesia . The practical control is to show how the same funds are applied without counting a shareholder injection and its subsequent equipment purchase twice as separate funding sources.
Execute the deed and obtain AHU legal-entity approval
Use an Indonesian notary to prepare the deed and submit the company application through SABH, the Ministry of Law’s legal-entity administration system. Minister of Law Regulation 49/2025, Articles 5–7 , is the current formation procedure; it replaced the earlier 2021 ministerial regulation.
An ordinary PT PMA normally has at least two shareholders, one director and one commissioner. The Company Law provisions on founders and management provide the general structure, read with subsequent amendments and any sector-specific board requirements. Decide who manages, who supervises and who owns shares; these roles should not be left as blank spaces for a filing provider to fill.
- Agree the legal name, domicile, business objects, share allocation, capital and management appointments.
- Give the notary the individual identity files or the foreign corporate shareholder’s constitutional and authority records, together with beneficial-owner information.
- Confirm the accepted foreign-document certification, language and signing method before executing documents overseas.
- Prepare the prescribed capital and address evidence. Regulation 49/2025 permits specified evidence alternatives, including a properly signed capital-payment declaration for a cash contribution.
- Review the final data against the founder’s activity schedule, then collect the executed deed and electronic legal-entity approval decree.
A declaration is evidence of the stated payment; it should accurately reflect the facts. It does not make a fictional capital contribution acceptable. Keep the deed, declaration and later company-account records reconcilable. The cash remains company money and needs a documented accounting treatment.
For official formation PNBP, Government Regulation 30/2026, Annex I.A.1 , sets IDR 1,500,000 where authorized capital exceeds IDR 1,000,000,000 and does not exceed IDR 5,000,000,000; above IDR 5,000,000,000 the listed charge is IDR 5,000,000. These are relevant filing brackets, not an all-in setup price. Reconcile the actual official billing with the quotation; notary work, foreign documents, premises and licences can add separate costs.
Read the OSS result as an activity permission
The OSS result must be read for each activity and risk tier. An AHU approval does not authorize every business activity. After formation, reconcile the imported entity data, taxpayer details, ownership, project information and investment entries before submitting the OSS application.
Government Regulation 28/2025, Articles 130–133 , provides the current risk-based framework. The NIB is the business identification number. Its operating significance changes with risk, so a downloadable NIB is not a universal completion certificate.
| Activity risk | Core OSS evidence | Release question |
|---|---|---|
| Low | NIB | Are the applicable basic and supporting requirements also addressed? |
| Medium-low | NIB and Standard Certificate based on the business’s declaration | Can the company actually meet the standards it declared? |
| Medium-high | NIB and verified Standard Certificate | Has verification finished? An unverified certificate supports preparation, not operating release. |
| High | NIB and business licence, with applicable sector conditions | Is the licence issued and are any required standards satisfied? |
Check spatial conformity, environmental requirements and building-related conditions where applicable. Supporting permissions, known as PB UMKU, may also be required for the product, service or supporting activity. Ask for an activity-level completion list showing the issuing authority, pending evidence and permitted next action. Save verified operating evidence with its attachments and conditions, rather than relying on a screenshot of the account dashboard.
If one activity is ready and another remains pending, label them separately in the launch plan. The team issuing contracts and invoices needs to know which transactions the approved file supports. A single company can have several activity records with different outstanding tasks.
Prepare tax, banking, premises and people for the first transaction
Plan the first transaction only after checking its tax treatment, payment route, physical location and people requirements. These workstreams can be prepared alongside formation, but each needs its own completion evidence. Start with a real example: the first customer, first invoice, first payment and first person delivering the work.
Make the tax account usable
Verify the company’s NPWP registration and data against the DJP corporate taxpayer requirements . Then confirm access, the authorized responsible person and signing permissions in Coretax. DJP explains that digital account activation is needed in relevant cases even when an NPWP already exists. Have the accountant determine the registrations, withholding, VAT position and filings arising from the actual transactions; the NIB does not resolve them.
Connect banking to a credible transaction file
Prepare the deed, AHU approval, NIB and relevant licences, tax records, ownership chart, signatory authority and funding explanation for the intended bank. Ask that bank for its current requirements and participation method. Treat account opening and payment facilities as pending until the bank confirms them. A submitted application cannot receive customer funds on the company’s behalf.
Test the address and the people’s roles
Separate the registered domicile from the place where stock is stored, clients attend, goods are produced or services are delivered. An address contract alone does not demonstrate that every proposed activity is permitted there. Record the outstanding site documents before committing to a long lease.
Foreign shareholders must also assess immigration and any work-related permissions for their intended role separately. Owning shares or being named in company records does not itself establish permission to live or work in Indonesia. Include this review before arranging travel or a start date, and avoid assuming that meeting the company’s paid-up-capital threshold settles an individual’s visa eligibility.
Assign the first corporate and investment reporting cycle
Assign a first reporting owner before the handover closes. Investment reporting, corporate approvals and tax filings follow different records and deadlines. Keep their calendars distinct, while reconciling the underlying figures.
| Workstream | Planning anchor | Retained completion evidence |
|---|---|---|
| Investment reporting through OSS | Quarterly LKPM; generally due by April 15, July 15, October 15 and the following January 15, subject to official adjustments | Submitted figures, supporting realization records, corrections and approval receipt |
| Annual corporate report | Directors submit to the general meeting within six months after financial year-end; submit the notarial approval through SABH within thirty calendar days after the deed is signed | Annual report, approval deed and Ministry receipt |
| Tax and accounting | Accountant confirms the company-specific filing calendar and transaction duties | Books, invoices, tax calculations, payment evidence and filing receipts |
| Activity and company changes | Review before a new activity, location, owner or management change is implemented | Required deed, AHU, OSS, tax and bank updates |
The LKPM dates come from Regulation 5/2025, Article 286 ; reporting distinguishes preparation from operational or commercial stages. BKPM’s third-quarter 2026 notice confirms that the KBLI adjustment did not interrupt that reporting cycle. Do not wait for revenue to begin assigning the investment records.
The annual corporate-report process is in Regulation 49/2025, Article 16 . It includes a notarial approval and Ministry submission, rather than ending with a private meeting minute. Agree who prepares the annual report, who obtains the approval and who supplies the receipt.
Release the filing only when the company facts reconcile
Approve one reconciled instruction file before authorizing the notarial filing: owners, management, activity scope, KBLI, capital, project location and document authority. Then define the evidence that releases each subsequent stage. This gives the founders a usable decision sequence rather than a promise that everything finishes when the NIB arrives.
Set dates around dependencies. Foreign corporate approvals and document formalities must fit the notarial signing; sector verification must fit the operational launch; bank participation must fit the first payment. Request separate target dates and outstanding-item lists for these milestones. An authority’s electronic filing step is only one part of the elapsed setup period.
The final handover should identify the company-controlled contact details and access, original and electronic records, unresolved conditions, named advisers and next reporting deadlines. If a mismatch remains, correct the activity scope or supporting record before the team commits to the affected transaction. The useful finish line is a company file that supports the planned business and a clear owner for every remaining task.
Frequently asked questions
Can the shareholders both be foreign companies?
An ordinary PT PMA can have corporate investors, subject to the selected activity’s foreign-ownership conditions and the notary’s verification of each investor and its authority chain. Two shareholder names do not replace beneficial-owner disclosure or the need to establish who can approve and sign the investment.
Do foreign documents always need the same certification?
No. Confirm the issuing country, document type, recipient and accepted signing route with the Indonesian notary before execution. Ask for a written document list and certification instructions so the shareholder does not pay to certify a version the notary cannot use.
Can I use a representative’s bank account while the company account is pending?
Do not treat a representative’s account as the company’s approved payment facility. Resolve the company’s account and mandate with the bank, and obtain accounting advice on any founder-funded pre-opening expense. Keep company capital, professional fees and third-party money clearly traceable.
What if the AHU record and OSS activity data disagree?
Identify which record is wrong before submitting further declarations. Ask the notary and licensing adviser to reconcile the deed, legal-entity data and activity entry, then retain the resulting amendment or correction evidence. Repeatedly submitting inconsistent data can multiply the work.
Does the company have to change its capital just to obtain a visa?
Assess the individual’s intended immigration category and role separately before changing shareholdings or capital. Company capital eligibility and personal visa eligibility are different tests. Obtain current category-specific requirements before the deed or a capital amendment is signed.
