Software Development PT PMA in Indonesia: Ownership, KBLI and Setup

Define the deliverable before choosing a software code

Start with a short statement of work, a sample invoice description and a responsibility diagram. Identify what the Indonesian company promises to deliver, who accepts it, and what happens after handover. “Software business” is too broad to decide either the business classification or the operating permissions. A team writing code for a customer and a company charging users to access its own service may use similar technology while performing different economic activities.

For ordinary commissioned development, the current starting point is KBLI 2025 code 62199 , Aktivitas Pemrograman Komputer Lainnya YTDL. Its scope includes designing, writing, modifying, testing and supporting software outside the more specific groups, including customisation for a client’s environment. The official BPS classification also separates specialised development and excludes relevant consulting or sales activities. The table applies those boundaries to filing decisions; it is an analytical aid, not an additional legal classification.

Use the final column to decide what evidence the founder must resolve before a notary receives the scope. For example, a development contract should reveal whether the customer receives a tested application or whether the developer remains the contracting service operator. Ownership of source code is useful commercial evidence, but it does not by itself answer who runs the business. Hosting responsibility, user terms, billing and service availability can expose a second revenue activity.

The OSS conversion service now provides a KBLI 2020 to KBLI 2025 mapping. BPS’s conversion table records 62019 to 62199 and the corresponding moves for specialised development. Use the current five-digit classification for a new filing; an old proposal containing 62019 needs translation into the current activity description. For an existing company, first establish whether the change is only recoding or whether the business itself has expanded.

Keep the reasoning in a software activity evidence memo before filing : attach the commercial description, proposed current code, former-code correspondence and excluded activities. A recorded boundary lets the notary, founder and OSS applicant work from the same service model instead of independently interpreting a broad company name.

Read foreign ownership through the activity crosswalk

An ordinary commissioned software development business can be structured with 100% foreign ownership through an Indonesian PT PMA. This conclusion concerns the development activity described above, rather than every activity that uses software. Presidential Regulation 10 of 2021 establishes the categories of investment activity, including the residual category open to all investors; its amendment in Presidential Regulation 49 of 2021 remains recorded as operative in the official register checked on October 22, 2026.

The ownership analysis must follow the activity across both KBLI versions . The BPS crosswalk links ordinary development under 62199 to former 62019. Screening that development scope against amended Annex II on reserved or partnership activities and Annex III on investment conditions identifies no domestic ownership reservation or foreign percentage cap for that ordinary programming activity. This is a combined reading of the activity definition, crosswalk and investment rules; the absence of the new number alone would prove nothing.

Do not carry this conclusion into a different revenue line without another screen. A developer building a customer’s marketplace is selling development work. A company that also contracts with merchants or end users to operate the marketplace has an additional operating role to classify. The same separation matters when a project moves from delivering software to publishing it or selling computing infrastructure. A software code should not be used to conceal the activity for which users actually pay.

Record the proposed shareholder percentages beside the approved scope before the deed is signed. If a later product changes the company’s role, rerun classification and ownership screening before changing the contracts. A locally held share is not a substitute for that analysis, and adding an Indonesian investor is not automatically necessary for ordinary development. The practical aim is a defensible scope that matches both the ownership structure and the intended revenue.

Budget capital against the software project

For an ordinary new PT PMA project outside a special regime, plan total investment above IDR 10 billion, excluding land and buildings, per five-digit KBLI per project location. Separately, the general minimum issued and paid-up capital is IDR 2.5 billion per company, unless another rule applies. These are distinct tests under Article 26 of Investment and Downstreaming Minister/BKPM Regulation 5 of 2025 . They are not registration fees and should not be added together as two charges payable to a service provider.

A software founder should therefore prepare two schedules: the company’s share subscription and funding record, and the investment plan for each actual revenue project. A lean team’s first payroll budget is not evidence that the investment threshold has disappeared. Conversely, a large headline investment plan does not establish that the company has satisfied its capital commitment. Capital and investment belong in separate working papers. Keep each amount tied to its purpose and calculation unit.

For planning, identify the computers and other project assets, implementation spending and operating funding you expect to record. Have the applicant explain how the figures support the real development operation and reconcile with the company records. Treat this as a preparation exercise rather than a promise that every proposed expenditure will be accepted in the same category. If the model depends on a special economic zone or another exception, establish the specific legal eligibility before applying a reduced threshold.

The choice to add another commercial activity also deserves a funding check. Do not add hosting, consulting or platform codes merely to keep future options open. First establish whether the activity exists, where it occurs and what the associated project requires. This makes the capital discussion a consequence of the business plan rather than an arbitrary list of codes appended to the incorporation package.

Carry the approved scope from AHU into OSS

The setup sequence should carry one approved activity description through the deed, legal entity record and business licensing application. The broader company registration process in Indonesia supplies the corporate foundation; the software scope determines what the subsequent project filing must actually cover. Keep the legal entity approval and permission to conduct the declared activity as separate completion records.

Prepare the corporate filing pack

Agree the company name, Indonesian registered address, shareholders and allocation of shares, management, beneficial owner information and capital structure with the notary. Supply identity and investor documents in the form the notary can use. Where a foreign company invests, ask the notary to settle the document and signing requirements before arranging execution; do not assume an ordinary scan or an English document will answer every filing requirement.

The AHU company establishment manual shows a notary login, a PNBP voucher, incorporation fields covering location, purposes, deed, capital, management/shareholders and beneficial ownership, followed by document upload, confirmation and the downloadable establishment approval. Review the data before submission and retain the signed deed, payment evidence and approval. Use the current payment assessment rather than a remembered fee. Check the resulting corporate taxpayer number, NPWP, instead of treating an expected system integration as a completed tax record.

Build the OSS project and read its output

Obtain business access to the Online Single Submission system, OSS, through the company’s responsible director or authorised filing arrangement. Reconcile imported corporate data before entering the project. Articles 32–35 of Regulation 5 of 2025 cover the corporate information and project fields: the KBLI, activity scope, location and relevant spatial data. Prepare an address and location record that describes the real project, alongside the investment and operational information requested by the application.

After the project data and required declarations are complete, submit the application and retain its reference, Business Identification Number (NIB), and project-specific permission outputs. A downloaded NIB does not establish that every required approval is effective. Article 186 of the same official OSS procedure distinguishes low-risk NIB licensing from the additional standard certificates or licences attached to higher-risk activities. Read the assigned scope, risk and status for the actual project; do not assume every software developer has the same permission result.

If OSS requests a correction, identify whether it concerns corporate data, the selected activity or project evidence. Repair the originating record first where necessary, then reconcile the application and save the replacement output. A mismatch between the deed and imported activity list should not be bypassed by choosing an easier-looking code. The completion test is a consistent corporate file plus the outputs and effective statuses required for the declared project, with any applicable location requirements satisfied.

Electronic system operation, hosting and regulated customer-facing services deserve separate analysis when the company actually undertakes them. The coding contract alone does not justify imposing every digital-sector permit on the developer. Equally, an operator cannot rely on its programming work to explain away the service it runs. Set responsibility for user terms, infrastructure and any additional approvals before the development agreement becomes an ongoing operating contract.

Approve the development scope before filing the PT PMA

Proceed with the development filing when the deliverable fits the selected KBLI 2025 scope, the ownership screen follows the corresponding underlying activity, and the investment and corporate records support the declared project. Give the notary and OSS applicant the same approved scope memo and document pack. The first priority is to resolve what the company sells; the remaining records should follow that decision.

Hold the filing if the commercial documents leave the company’s role unclear, if the project only works by using an obsolete code without a crosswalk, or if the funding plan cannot support the applicable investment test. After incorporation, hold the start of a particular activity while a required permission remains ineffective. Approve expansion into publishing, hosting or platform operation only after updating the activity analysis and the corresponding corporate and licensing records.