Sentre Legal Solutions

Company Establishment Process

(Local Company)

• Initial Consultation

  Understanding your business needs and objectives.

• Company Name Submission

  Submitting the proposed company name to the Ministry of Law and Human Rights.

• Signing of the Deed of Establishment

  Executing the Deed of Establishment before a notary.

• Approval from the Ministry of Law and Human Rights

  Obtaining the official approval for the company’s legal entity status.

• Tax Identification Number (NPWP) Registration

  Registering and obtaining the company’s Tax Identification Number from the Tax Office.

• Business Registration via OSS (Online Single Submission)

  Registering the company through the OSS system to obtain the Business Identification Number (NIB).

• Company Announcement in the State Gazette of the Republic of Indonesia (BNRI)

  Publishing the company’s establishment in the official State Gazette.

Advantages of a Limited Liability Company

• Limited Liability Protection

  Shareholders are only responsible for the company's liabilities up to the value of their respective shareholdings.

• Separation of Personal and Corporate Assets

  A PT maintains a clear distinction between the personal assets of shareholders and the assets of the company.

• Enhanced Professionalism and Credibility

  Operating as a PT enhances the company's image, making it appear more professional and trustworthy to clients, investors, and partners.

• Eligibility for SME Tax Rate

  Newly established PTs may qualify for the Small, and Medium Enterprises (SME) tax rate of 0.5%.

Requirements for Establishing a Limited Liability Company

• Photocopies of the Founders’ ID Cards (KTP) and Tax Identification Numbers (NPWP)

  Required for all shareholders and company founders.

• At Least Three Proposed Company Names

  To be submitted for approval to ensure availability and compliance with naming regulations.

• Complete Business Address

  The physical address that will be officially registered as the company’s place of business.

• Information on Authorized Capital and Paid-Up Capital

  Including the total authorized capital and the amount to be initially paid up. For small-scale PTs, the typical minimum is IDR 50 million.

• Company Organizational Structure

  Details of company officials, including the Director(s), Commissioner(s), and other key roles.

Important Notes

• A PT must have at least one Director and one Commissioner as part of its management structure.

• A PT must be established by a minimum of two shareholders. A shareholder may also serve concurrently as a Director or Commissioner.

• If a husband and wife wish to jointly establish a PT without a prenuptial agreement, a third party must be involved as an additional shareholder to meet legal requirements.

Our Company Establishment Services are designed to simplify business setup for startups and small businesses. From company registration to tax compliance, we handle the complexities so you can launch smoothly and focus on growing your core business with confidence.

Selection of KBLI Code

The KBLI (Indonesian Standard Industrial Classification) 2020 is the official classification system used in Indonesia to categorize types of economic or business activities. Developed by the Central Bureau of Statistics (BPS), the KBLI serves as a formal reference for business registration. Every company or business entity is required to select and register the KBLI code that accurately reflects its business activities.

Frequently asked questions

What are the regulations for naming a Limited Liability Company in Indonesia?

The name of a PT must be distinct from any other existing company. It must consist of a minimum of three words and be written in the Indonesian language. Additionally, the name must not conflict with public order or decency, and it cannot be identical or similar to the names of government institutions, state agencies, or international organizations.

Does a Notary have to be domiciled at the same address as the Limited Liability Company ?

A Notary may be domiciled anywhere and is not required to reside at the same address as the company.

What is the minimum and maximum number of shareholders required to establish a Limited Liability Company ?

According to Law No. 40 of 2007 concerning Limited Liability Companies, a PT must have a minimum of two (2) shareholders at the time of its establishment. There is no maximum limit on the number of shareholders. A PT may have as many shareholders as needed, depending on the company's needs and strategic considerations.

Can a Limited Liability Company be jointly owned by a husband and wife?

If a husband and wife wish to jointly own a PT, they must first prepare a legally valid Marital Property Separation Agreement (Perjanjian Pisah Harta), issued and notarized by a Notary. Without such an agreement, their assets are considered joint property under the law, and they are therefore regarded as a single legal entity. As a result, an additional shareholder would be required to meet the minimum legal requirement, with ownership percentages freely determined.

Thus, a Marital Property Separation Agreement is a crucial document that must be properly prepared and legalized by a Notary to allow a husband and wife to jointly establish a PT while remaining in full compliance with applicable legal requirements.

What is the difference between a Director, Commissioner, and Shareholder in a Limited Liability Company?

Director: Responsible for the day-to-day management of the company and decision-making to drive business growth. Appointed by the Board or Shareholders' Meeting.

Commissioner: Oversees and advises the Director, ensuring the company complies with laws and regulations. Appointed by the Shareholders' Meeting.

Shareholder: Owns shares in the company, has voting rights in shareholder meetings, and is entitled to dividends and influence over major decisions.

Can a shareholder serve as a member of the management in a Limited Liability Company?

Yes, under Law No. 40 of 2007 concerning Limited Liability Companies, a shareholder may also serve as part of the company's management.