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A company deed is the notarial deed that creates or changes an Indonesian limited company (PT). The deed of establishment of a PT or a foreign-owned PT PMA must be made by a notary, and later changes to the directors, commissioners, shareholders, capital or articles of association are recorded by notarial deed and reported to AHU, the Ministry of Law's company administration system.
Fees: company deeds carry the notary's capped fee and Rp 10,000 stamp duty per document; government fees are listed separately in the quote. See notary fees in Bali.
How is a PT PMA set up in Bali?
- Check the business activity. Confirm the activity code (KBLI) is open to foreign investment at your Bali location. Bali has closed 64 classifications to foreign-owned companies, including cafés, budget hotels and owned or leased real estate, so this check comes before any money is spent.
- Reserve the company name with the Ministry of Law.
- Sign the deed of establishment before a notary, with the articles of association.
- Get the NIB (business identification number) through OSS.
- Register for tax (NPWP) and add any sector licences.
A PT PMA needs at least two shareholders, and both may be foreign in sectors open to full foreign ownership. It needs at least one director and one commissioner; both may be foreign, but in practice someone resident with a tax number makes banking and filings easier.
How do I change directors, shares or capital in a PT?
Changes of directors or commissioners, share transfers, capital increases, new business activities and amendments to the articles are made by notarial deed or notarized shareholder resolutions, then reported to or approved by AHU. Shareholder and investment agreements sit alongside the deed and are worth a contract review before signing.
What is the AHU annual report and when is it due?
Every PT, local or PT PMA, active or dormant, must now file an Annual Report through the SABH/AHU portal. It follows the annual general meeting of shareholders (AGMS), which is due within six months of the financial year end. The filing includes the financial statements, the AGMS resolutions, the directors and commissioners and the current shareholdings. AHU may hold back changes to directors, shareholders or capital until the report is on file. There is no government fee until the tariff regulation is published, and a clean filing takes 5 to 10 working days once the information is complete. The AGMS minutes can be notarized where required, and shareholders abroad can attend online.
Are nominee shareholders legal in Indonesia?
Holding shares through an Indonesian nominee is prohibited. Article 33 of the investment law makes such agreements void from the start, without any court case: you would have no enforceable claim to the shares or to what the company owns.
Can I set up or change a PT from abroad?
Much of the setup can be done while you are outside Indonesia, using notarized documents and a power of attorney signed at an Indonesian embassy or consulate. If the company will hold property, read buying property in Bali first.
