Lease Agreements for Indonesian Company Registration: Check the Tenant and Permitted Use

Make the named tenant traceable to the company

Start with the legal tenant, then check who signs for that tenant. For an existing Indonesian limited liability company (Perseroan Terbatas, or PT), use its registered name and identify the representative’s capacity. Article 98 of the Company Law places representation with directors, subject to the law, the articles of association and applicable shareholder resolutions. Request the current appointment and signing provisions; a business card or a shareholder’s passport does not establish signing authority.

For a foreign investment company (PT PMA) still being established, write down who is bound before the company exists . A reservation, a founder-held lease and an agreement made in the company’s name before legal entity status involve different legal questions. The formation records discussed in company formation in Indonesia help establish the underlying entity; the lease needs its own documented transition into that entity’s hands.

Article 13 addresses prospective founders’ pre-establishment acts: express acceptance by the first shareholders’ meeting generally involves a 60-day limit after legal entity status, all voting shares represented and unanimous approval. Article 13(5) provides an exception for acts performed or approved in writing by all prospective founders before establishment. Article 14 separately addresses acts in the name of a company lacking legal entity status and potential personal or joint liability. The statutory adoption and liability provisions make the timing and signatories material.

Have the notary or Indonesian counsel identify the applicable route before signature. Record any required corporate acceptance and obtain the landlord’s agreement to the proposed tenant change, release and deposit treatment. Incorporation alone should not be used as evidence that a founder has been released from contractual obligations.

Trace the landlord’s right to grant occupation

Ask the proposed lessor to show why it can grant the particular unit for the entire term. Review ownership evidence or the underlying lease and the authority of any agent signing. If an operator leases the building and offers you space within it, follow the chain back to the party entitled to permit that occupation. Keep the owner’s consent and relevant underlying terms together.

Under Civil Code Articles 1559–1561 , permission matters when lease rights are transferred, and the tenant’s use is linked to the agreed purpose; inappropriate use can create cancellation risk. For a commercial sublease, obtain explicit written consent covering your company and intended activity. Do not treat a broker’s assurance or an invoice from the operator as the missing consent.

Compare the head lease’s expiry, renewal conditions and termination rights with the offered sublease. Ask what happens if the operator’s own tenancy ends early. A longer promised term deserves an explanation supported by documents. For a shared office, identify the space or service you actually receive, the address-use rights, mail handling and access arrangements. These are commercial checks; the documents required by a particular authority remain a separate question.

The company identity and the right to occupy must both connect to the same signed agreement. A complete chain on one side cannot repair a missing document on the other.

Separate address use from operating permission

A permitted-use clause cannot grant government permission to operate. Describe what will actually happen at the premises: administration, customer appointments, storage, food preparation, clinical services or production, as relevant. Generic “office use” can leave a material gap when your real activity includes deliveries, equipment, customer traffic or other uses that the landlord has not agreed to.

Separate three questions in the review: may the company use the address in its records; may it occupy the unit for the stated activity; and are the applicable public approvals satisfied? Government Regulation 28/2025 , shown as in force in the BPK database when checked on October 22, 2026, treats basic requirements, business licensing and supporting business licences as distinct parts of the licensing framework. A signed lease settles neither the regulator’s assessment nor the status of every approval.

Build the activity description with the intended Indonesian business classification, Klasifikasi Baku Lapangan Usaha Indonesia (KBLI), and the actual site in mind. Review address eligibility for the proposed activity before accepting an office or virtual-office arrangement. A convenient correspondence address is insufficient evidence that a physical operation can be conducted there.

Request the relevant spatial-conformity record, building-use documents and applicable activity permissions for review. Identify the exact building, floor and unit to which each document relates. Where PBG or SLF documents are relevant, ask the owner for the records and have the building specialist check their coverage against the proposed use. A document for another unit, another function or a proposed future conversion leaves the issue unresolved.

Reconcile the lease against the company and site records

Use this lease evidence reconciliation matrix during the document review. Its purpose is to turn each inconsistency into a named repair, so the company team, landlord and advisers can work from the same record. It is an editorial decision tool built from the separate company, lease and licensing checks above.

Keep a short discrepancy register beside the matrix: the disputed field, document owner, required correction and person who will verify completion. Attach the final unit plan and approved use description to the executed agreement. Review the attachments as carefully as the signature page; an old schedule can preserve the very inconsistency that a revised clause was meant to remove.

For example, a founder-named tenant and an office-only use restriction are two independent gaps. Correcting the tenant does not authorize a workshop. Expanding the contractual use does not complete the founder-to-company transition. Close each gap with its own evidence and retain the documents together.

Tie rent, access and exit to unresolved approvals

Negotiate payment and handover triggers around the issues still open. If address eligibility, landlord consent or a required site approval has not been resolved, identify the evidence needed, who obtains it, who pays and what happens if the condition is not met. Treat these as negotiated protections; there is no assumed universal refund or cancellation entitlement in this review.

Distinguish reservation money, security deposit, advance rent, service charges and fit-out spending. Specify which amounts are refundable, when deductions may be made and how any balance moves from the founder to the company. Agree whether access is for inspection, fit-out or operations, and record when rent starts. A key handover should not silently become the trigger for every financial obligation.

Allocate responsibility for owner documents, applications, inspections, alterations and restoration. If approval depends on the owner supplying a building record, give that obligation a concrete deliverable and deadline. Include the agreed response to refusal or an unsuitable site, such as correction, relocation or termination, with the corresponding money treatment. Ask counsel to check enforceability before relying on the wording.

Use an Indonesian-language agreement for an Indonesian company or Indonesian individual party. Article 31 of Law 24/2009 requires Indonesian for agreements involving Indonesian private institutions or citizens and also provides for the foreign party’s national language and/or English where a foreign party is involved. Arrange consistent versions, schedules and signed amendments. Have counsel resolve any language-priority clause and the implications of an existing English-only agreement.

Release the lease only when the evidence agrees

Release the lease commitment when the tenant and signer are supported, the right to occupy reaches the proposed company, the unit and use description agree, and the unresolved conditions have an accepted documentary outcome. Retain the executed lease, annexes, authority records, consents and the relevant company and site evidence as one review file.

If the landlord cannot demonstrate the grant, the proposed operation conflicts with the documented use, or a founder-to-company transition remains incomplete, pause the affected commitment and identify the precise correction first. Once the documents agree, submit the consistent address and activity information through the applicable registration and licensing workstreams; keep proof of the resulting official status before treating a specific activity as operationally cleared.