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2025 capital rule

PT PMA IDR 2.5 Billion Capital: 12-Month Account Use Rules

The general paid-up capital threshold fell, but the new rule also makes the source, account trail, purpose, and first-year use of proceeds more important.

BKPM Regulation No. 5 of 2025 sets a general minimum issued and paid-up capital of IDR 2.5 billion for a foreign investment company established as a limited liability company, unless another law or sector rule requires more. It also restricts transferring the proceeds from the company’s account for at least 12 months from payment, except when the money is used for asset acquisition, building construction, or company operations. The exception means the capital need not sit idle, but each use should be genuine, approved, recorded, and evidenced.

This IDR 2.5 billion figure is not the same as the total investment plan. The PT PMA generally remains subject to a separate minimum total-investment framework for each business line and project location, with calculation rules and exceptions. Confirm both through the Indonesia PT PMA capital scope before drafting the deed, funding the account, or promising the money can be withdrawn.

Rule General position Important boundary
Issued and paid-up capital At least IDR 2.5 billion per PT PMA Higher law or sector rule can apply
12-month transfer period Runs from capital payment Permitted-use exceptions remain
Permitted use Assets, building construction, company operations Purpose and evidence should be clear
Total investment Separate project-level framework Methods and exceptions vary by activity

Key takeaways

  • The general IDR 2.5 billion threshold applies per PT PMA, not automatically per KBLI, unless another rule changes the result.
  • A higher sector-specific capital requirement can override the general baseline.
  • The 12-month rule restricts transfers but expressly allows asset, building, and company-operating uses.
  • Permitted use should be supported by contracts, invoices, approvals, bank records, and accounting entries.
  • Paid-up capital and the OSS total-investment plan remain different figures.

In this article

What the IDR 2.5 billion baseline covers

The regulation addresses the minimum issued and paid-up capital for a PMA company in limited-liability-company form. The capital should be reflected in the deed, share allocation, shareholder approvals, company records, and accounting evidence. It is not a professional charge, government deposit, bank guarantee, or promise that the company will be licensed. Sector rules can require more capital, and the Company Law framework still matters.

Check the effective regulation rather than relying on an old IDR 10 billion paid-up-capital statement. BKPM Regulation No. 5 of 2025 revoked the earlier 2021 BKPM implementation regulations. At the same time, do not market the change as a complete IDR 2.5 billion entry budget: the company needs service and third-party costs, an operating runway, and a separate investment plan.

Corporate rule

Shares and paid-up equity recorded for the PT PMA.

Account rule

Trace proceeds and first-year transfers.

Use rule

Spend only for genuine permitted company purposes.

Project rule

Maintain the separate OSS investment plan and realisation record.

Anchor the 12-month period to evidence of payment

The rule refers to a minimum period of 12 months from the date the capital is paid. The company should therefore retain a clear payment date supported by bank credit evidence, shareholder records, and accounting entries. If capital arrives in instalments, different dates or a shortfall can complicate the analysis; confirm the legal and accounting treatment rather than assuming one anniversary controls every amount.

Create a capital register that shows shareholder, deed commitment, payment amount, currency, payment date, bank reference, rupiah value, and 12-month review date. Link each permitted use to the relevant account trail. The register should not replace the statutory shareholder or accounting records; it is an operational control for management and the finance team.

  • Shareholder and subscribed amount
  • Payment and bank credit date
  • Currency, FX rate, and rupiah value
  • 12-month anniversary
  • Uses and closing balance
  • Supporting document references

Use capital for real company assets with a complete trail

Asset acquisition can include equipment, machinery, technology, furniture, vehicles where appropriate, or other assets genuinely needed for the licensed business. The company should be the purchaser or have a documented legal interest, the vendor should be verified, the price and tax treatment should be supportable, and the asset should enter the fixed-asset or other appropriate register.

Related-party purchases need extra care. Confirm ownership, valuation, contract terms, import or customs requirements, transfer pricing, tax, and approval. Avoid routing money to a shareholder for an asset that is never transferred to the PT PMA. A valid invoice alone is not enough if the asset cannot be located, used, licensed, or legally owned by the company.

1

Approve

Budget, business purpose, vendor, and related-party status.

2

Contract

Asset description, price, delivery, ownership, and warranty.

3

Pay

Verified beneficiary and bank-supported transaction.

4

Record

Receipt, asset register, tax, depreciation, and location.

Use capital for construction and genuine company operations

Building construction use should be tied to a lawful project, site rights, approvals, contractor scope, milestones, invoices, and physical progress. Ordinary company operations may include payroll, rent, utilities, professional services, inventory, marketing, technology, licence costs, and other genuine expenses appropriate to the business. The category is broad, but the expenditure still needs a company purpose and correct accounting.

Set a budget with cost owners and payment evidence. Personal expenses, shareholder distributions, undocumented cash, circular transfers, unrelated loans, or payments made only to move the money out of the account are not supported merely by calling them operating costs. If the expense relates to an activity whose licence is not active, consider whether the company is preparing lawfully or already operating prematurely.

Use Evidence Red flag
Construction Site rights, approvals, contract, progress, invoice Payment with no project or progress
Payroll Employment, payroll, tax, bank record Personal transfer with no employment basis
Rent and utilities Lease, address, invoice, payment Premises unsuitable for the licensed activity
Professional or licence cost Scope, deliverable, invoice, receipt Provider invoice used to disguise capital withdrawal

Avoid transfers that break the capital story

High-risk patterns include transferring the funds back to a shareholder, moving them to an agent-controlled account, paying a related party without a contract, sweeping the balance offshore, withdrawing large amounts of cash, or labelling transfers as loans after the fact. These transactions can undermine the evidence that capital was paid and used for the company.

Transfers between the PT PMA’s own accounts, foreign-currency conversions, deposits, payment platforms, or treasury arrangements can also need explanation. Confirm account ownership, bank treatment, liquidity, and the regulatory purpose before moving funds. Review the paid-up capital timing and evidence guide when the practical funding sequence does not fit a simple one-account deposit.

Return to owner

Potentially contradicts the paid-up and retention record.

Agent custody

Creates ownership, segregation, insolvency, and evidence risk.

Unsupported related party

Needs contract, pricing, approval, tax, and business purpose.

Cash or sweep

Weakens traceability and can trigger bank or audit questions.

Run a monthly first-year capital-use control

Each month, reconcile the opening capital proceeds, receipts, permitted-use payments, other account activity, and closing balance. Review sample invoices, bank beneficiaries, approvals, accounting classifications, related parties, and assets. Track the 12-month anniversary without treating it as automatic permission for an unlawful dividend, repayment, or undocumented transfer after that date.

Report exceptions to a director and correct them promptly. Keep the reconciliation with the deed, shareholder register, bank evidence, general ledger, asset register, contracts, and OSS or LKPM investment records. This monthly control can also show whether the initial capital is sufficient for the actual operating runway or whether properly approved additional equity or financing is needed.

  • Opening restricted-period proceeds
  • Permitted uses by category
  • Related-party and cash exceptions
  • Bank-to-ledger reconciliation
  • Asset and construction evidence
  • Closing balance and liquidity forecast

Official references and review basis

Primary materials checked on July 25, 2026. The cited rules should be read together with the current five-digit KBLI, OSS output, and any sector-specific regulation applicable to the proposed activity.

Final decision

The 2025 rule lowered the general paid-up capital baseline but increased the need for disciplined evidence. Anchor the 12-month period to payment, maintain the shareholder and bank trail, and use the funds only for documented assets, construction, or company operations.

Treat the capital register as a first-year control. It should help the company operate, not immobilise genuine expenditure, while preventing disguised withdrawals and preserving the distinction between paid-up capital and the wider investment plan.

Frequently asked questions

Is the minimum PT PMA paid-up capital now IDR 2.5 billion?
BKPM Regulation No. 5 of 2025 sets a general minimum issued and paid-up capital of IDR 2.5 billion per PT PMA, unless another rule requires more.
Must the IDR 2.5 billion remain untouched for 12 months?
No. The regulation allows use for asset acquisition, building construction, and company operations, but the purpose and evidence should be clear.
Does the 12-month period start on the deed date?
The rule refers to the date the capital is paid, so retain reliable payment-date evidence and obtain advice if payments occur in instalments.
Can paid-up capital pay salaries and rent?
Genuine company operations can fall within the permitted-use exception, subject to proper employment or lease documents, approvals, bank evidence, and accounting.
Is IDR 2.5 billion also the total PT PMA investment requirement?
No. Paid-up capital and the total investment plan are separate concepts, and the investment calculation is generally activity- and location-based with specific methods and exceptions.
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