NOTARIAL DEED

Notarial Deed for PT PMA Registration: What It Must Include

A decision-led brief on the constitutional, ownership, capital, governance, purpose, authority, and source-data terms in the deed, built for foreign investors who need a controlled path from filing to lawful operations.

By Elara Vance Updated August 3, 2026 4-minute read

The PT PMA deed should state the approved identity, purpose, KBLI, capital, shares, governance, authority, and constitutional rules. Every term must reconcile with ownership, OSS, funding, and shareholder arrangements. The conclusion must be matched to the exact KBLI, sector, location, shareholders, authority, and transaction rather than applied as a slogan. Document the legal basis, approved source data, responsible owner, filing evidence, and every unresolved condition before signing, funding, or operating. For the constitutional, ownership, capital, governance, purpose, authority, and source-data terms in the deed, rely on current official outputs and fact-specific Indonesian advice instead of guaranteed provider claims. Learn more about the core Indonesia company registration service before selecting a filing scope.

Key takeaways

Do not release the next stage until the prior official output and source data are verified.
Choose the entity, KBLI, ownership model, and location before finalizing the deed.
Treat AHU incorporation, OSS licensing, tax readiness, banking, and immigration as separate evidence gates.
Keep investment value and paid-up capital separate from provider fees and recurring operating costs.

Reconcile every deed term with the business and ownership model

The PT PMA deed and articles are the constitutional source for the company's name, domicile, duration, purposes and business activities, authorized, issued and paid-up capital, share subscriptions, shareholder rights, directors, commissioners, meetings, representation, voting, profit allocation, transfers, and other governance terms. Generic wording can still be harmful when it conflicts with the real KBLI, investment plan, joint-venture agreement, bank mandate, or approval limits.

Review the deed against the Indonesian Company Law , current foreign ownership, and BKPM Regulation 5 of 2025 before signing. Reconcile names, addresses, percentages, currency and IDR values, roles, terms, signatures, and powers of attorney to the approved master data. Ask the notary to explain which provisions are mandatory, optional, or implemented through shareholder agreements. Obtain the executed deed and AHU submission evidence, not only a draft or provider summary.

Deed control	Evidence	Control action
Identity	Name, domicile, term, and purpose	Match approved facts
Economics	Capital, shares, rights, and transfers	Reconcile funding
Governance	Boards, meetings, votes, and authority	Make control executable

Design lawful ownership, board roles, and signing authority

The governance file should identify shareholders, subscription amounts, directors, commissioners, authorized signers, reserved decisions, and beneficial owners. Under the Indonesian Company Law, a conventional PT is established by two or more persons subject to statutory exceptions, and its organs include the shareholders' meeting, board of directors, and board of commissioners. PT PMA planning should use the conventional corporate framework unless qualified Indonesian advice confirms another route.

Check the current consolidated effect of the Indonesian Company Law and sector rules with the notary. Foreign directors or commissioners can raise immigration, employment, tax-residency, bank-presence, and practical signing questions even where corporate eligibility is available. Define who can bind the company, open and operate accounts, approve payments, sign tax filings, and respond to authorities before the deed is executed.

Governance controls

Ownership

Subscribers, shares, and beneficial owners

Action: Verify authority and funding

Management

Directors, commissioners, and duties

Action: Check eligibility and practical presence

Authority

Reserved matters and signing limits

Action: Adopt resolutions and controls

Build an accepted shareholder and authority file

The filing team needs usable evidence for each shareholder, authorized signer, director, commissioner, address, and declared business activity. Foreign individuals typically provide passport and contact data, while foreign corporate shareholders need constitutional and authority records that identify the entity and the person empowered to sign. The accepting notary should confirm the exact document, legalization, apostille, translation, and validity requirements.

Build a document register with issuer, document date, expiry or freshness rule, language, certification route, signatory, original location, and accepting institution. Indonesian company formation is processed through notarial and AHU business-entity services workflows, so a scan that looks complete to a provider may still require a different form or supporting authority. Resolve discrepancies in names, addresses, dates, and ownership before execution.

Document readiness

Identity

Passports and consistent personal data Resolve spelling and expiry issues

Corporate authority

Charter, registry proof, and signer mandate Confirm the shareholder can subscribe

Execution

POA, legalization, and translation path Obtain notarial acceptance before signing

Reconcile investment value, paid-up capital, and cash

Investment value, paid-up capital, and operating cash are separate concepts and should appear as separate lines in the funding plan. Under the current PT PMA baseline, minimum total investment is generally more than IDR 10 billion outside land and buildings per five-digit KBLI per project location, subject to stated sector and activity exceptions. Minimum issued and paid-up capital is IDR 2.5 billion per PT unless another rule requires more.

These current figures and exceptions appear in Articles 26 and 27 of BKPM Regulation 5 of 2025 . The regulation also restricts moving paid-up capital out of the company account for at least 12 months, except for asset purchases, building construction, or company operations. The action is to document the deposit, shareholder entitlement, accounting classification, permitted use, bank trail, and LKPM reconciliation rather than paying capital to an agent as a fee.

Capital reconciliation	Evidence	Control action
Investment plan	OSS value by applicable activity and location	Budget the full project
Paid-up capital	Deed, subscription, deposit, and ownership	Fund and record shareholder equity
Use of funds	Invoices, payroll, assets, and operations	Preserve an auditable company trail

Move from the deed to OSS in dependency order

The incorporation workflow should move from approved source data to name, deed, legal-entity approval, tax data, and OSS licensing. Each output becomes an input for the next system, so a correction to shareholders, address, capital, or activity can create work across several records. Release control should sit with the investor or an authorized company officer, not solely with the filing agent.

Use AHU business-entity services for the corporate record and the OSS framework under Government Regulation 28 of 2025 for risk-based business licensing. After each submission, compare the official output with the approved data sheet. Record the identifier, issue date, responsible account, downloadable evidence, corrections, and next dependency before marking a stage complete.

Dependency sequence

Corporate

Name, deed, and AHU approval

Action: Verify legal identity and governance

Tax

Entity tax registration and access

Action: Confirm data and filing owner

Licensing

NIB and applicable standards or permits

Action: Check operational status, not number alone

Sign the deed only when every material field matches the approved operating model

The decision for Notarial Deed for PT PMA Registration: What It Must Include should be approved only when the company structure, ownership position, documents, governance, capital, address, licensing, tax, banking, and responsible owners are consistent. If one of those facts remains conditional, record it as a pre-filing or pre-operation gate instead of hiding it inside a broad provider promise.

The board or founders should sign a short mandate naming the chosen route, approved source data, budget, payment limits, acceptance evidence, unresolved conditions, and first lawful transaction. That mandate gives the notary and providers clear instructions while preserving investor control over changes. Recheck current official rules immediately before filing because sector, OSS, tax, banking, and immigration requirements can change.

Frequently asked questions

Should the deed repeat every shareholder-agreement term?

The PT PMA deed should state the approved identity, purpose, KBLI, capital, shares, governance, authority, and constitutional rules. Every term must reconcile with ownership, OSS, funding, and shareholder arrangements. Confirm the answer against the current official rule and the company's exact deed, AHU, OSS, tax, bank, immigration, and sector facts before acting.

What is the correct registration order?

Define activity and structure, screen ownership and KBLI, approve documents and governance, execute the deed, obtain AHU approval, complete tax data, enter OSS, and satisfy the applicable risk-based and sector requirements.

Who should verify the final outputs?

An authorized company officer should compare the deed, AHU, tax, OSS, license, beneficial-owner, and bank data against the approved master record and retain direct access to each system or document.

Does company registration alone allow the business to start operating?

Not always. Legal-entity approval and an NIB are important outputs, but the activity may still require a verified Standard Certificate, a license, supporting PB UMKU, premises evidence, tax activation, or another sector condition. Read the status and obligations attached to the exact KBLI before the first commercial transaction.

Is paid-up capital the same as a registration fee?

No. Paid-up capital belongs to the company as shareholder equity and must be documented and used consistently with current rules. Provider fees, official charges, translations, address costs, and operating expenses are separate. Never transfer a capital amount to an agent merely because an invoice calls it a setup fee.

Official references