Steps to incorporating your company in Indonesia
Pre-company incorporation
- Our Client i) settles our engagement fees ii) signs and returns the Engagement Letter and iii) provides us all the required Know Your Customer due diligence documents; and
- Healy Consultants Group agrees with our Client on the optimal corporate structure for the proposed company, including shareholders and directors; and
- Healy Consultants Group drafts a detailed engagement project plan, mapping out by week each step during company incorporation and engagement completion, optimising transparency and setting Client expectations; and
- Healy Consultants Group drafts and emails our Client i) a PoA and ii) a letter of share capital allotment and iii) a letter confirming registered address, for signatures and courier back to Indonesia; and
- Our Company Incorporation Team reserves the company name with the Ministry of Justice and Human Rights. The company name shall consist of at least 3 words and can be in English; and
- Our Client should study the new Positive Investment List (PIL) to see which business sectors are unavailable or restricted for foreign ownership. It is important the company’s business activities be in line with Central Statistics Body Regulation Number 20 of 2020 on Indonesia Business Fields Classification (“KBLI 2020”).
Company incorporation procedure
- All foreign-owned companies that wish to operate in Indonesia are required to submit an Investment Plan and obtain approval from the Investment Coordinating Board (BKPM). The foreign investor’s shareholding percentage must meet requirements under the Indonesia Investment Coordinating Board’s Negative Investment List (DNI); and
- The Incorporation Team prepares company deeds of establishment and notarises the same with the Public Notary, and submits them along with all the original signed documents to the Indonesian government; and
- The Indonesian Public Notary will file the deed of establishment with the Ministry of Labor & Human Resources through its electronic filing system (i.e., Ditjen AHU Online) and arrange for publication of the deed of establishment in the State Gazette (Berita Negara Republik Indonesia); and
- Register the PMA Company in the Online Single Submission (OSS) system to obtain a username and password to access the OSS system. File the application through the OSS system to obtain Business Identification Number (NIB); and
- Simultaneously and through the OSS, we secure preliminary approvals of the Principle License (Izin Prinsip or IP) from the BKPM; and
- Healy Consultants Group settles the government fees and obtains i) approved Deed of Company Incorporation ii) Ministerial Decree and iii) Business Identification Number (NIB). The NIB is company’s import identification number, customs ID, and registration certificate. The NIB will also automatically register your company under the government’s health and social security scheme; and
- The Company Incorporation Team submits an application to the Tax Office to obtain i) Tax Registration Number card ii) Tax Registration Certificate; and
- Some companies may need to apply for additional business licenses (such as for mining and fintech). Business licenses are issued based on the assessment of the ‘business risk level’ determined by the scale of hazards a business can potentially create. The basic requirements of business licensing cover i) the suitability of spatial layout activities and ii) environmental approvals and iii) approvals of the buildings or building permit and iv) certificate of feasible function;
Post company incorporation
- If required, Healy Consultants Group assists our Client to register with i) the Ministry of Manpower and ii) Social Security Administrative Bodies (BPJS Ketenagakerjaan, BPJS Kesehatan); and
- Healy Consultants Banking Team assists our Client open a corporate bank account with HSBC or SCB Jakarta or their preferred bank. Indonesian banks will require a bank signatory to obtain a work permit before the multi-currency corporate bank account is approved. If required, Healy Consultants Group assists our Client to secure a work permit within eight weeks. You will need to present your company’s legal documents, including the NPWP and the approval from BKPM; and
- Certain regulated activities may require our Client to present a Report of Capital Investment Activity to the Capital Investment Coordinating Board (BKPM) for approval before proceeding with company incorporation; and
- Healy Consultants Group couriers a full company kit to our Client, including original Indonesia corporate documents translated in English, unopened bank correspondence and a Client feedback survey;