One of the requirements that must be done by a limited liability company in order to establish and run a business is to register a company in the Company registration authority in Indonesia, based on the provisions of Article 5 paragraph (1) of Law no. 3 of 1982 on the Obligation of Register of Company Registration is done by filling out the registration form stipulated by the Minister, in this case the Minister responsible in the part of trade at the office where the company registration.
Understanding Company Register
The definition of Company Register pursuant to the Company Registration Statement is: “a list of official records held pursuant to or under the provisions of this Law and or its implementing regulations, and contains items which must be registered by each company and authorized by authorized from the company registration office “.
The Company Registration Law states that companies that have been registered in the Company Register shall be issued with the Company Registration License valid for a period of 5 (five) years from the date of issuance and must be renewed at least 3 (three) months before its expiry date (Article 22 Company Registration Requirements).
The provisions of the company registration authority in Indonesia shall not limit the obligation to register only for a limited liability company, but also for any form of business which carries on any type of business which is permanent and continuous and established, works and domiciled within the territory of the Republic of Indonesia for the purpose gain profits and or profits (Article 1.b of the Corporate Registration Obligation Act).
Changes to Company Information Details
In the event of a change in a limited liability company, such as the name of the company, address, principal activities, board of directors and commissioners, capital and shareholders, it shall be reported to the Company Registration Office by the owner or management of the company concerned by stating the reasons for the change and the date of the compulsory change registered within 3 (three) months after the amendment (Article 25 paragraph (1) of Company Registration Statement.)
If there is a change of company data already registered in the company registration authority in Indonesia, the implementation regulation on Company Registration Law, namely Regulation of the Minister of Trade of the Republic of Indonesia No. 37 / M-DAG / PER / 9/2007 concerning the Implementation of Company Registration stipulates, among others, that each company must report changes to the Company Registration Office (Article 10 paragraph (1)). Changes in corporate data may result in the replacement of the Company Registration Certificate, in the event of any change as follows (Article 11 paragraph (1) of Ministerial Regulation No.37 / 2007):
- Transfer of ownership or management of the company;
- Change of company name;
- Change of form and / or company status;
- Change of company address;
- Change of Principal Business Activities; or
- Exclusively for limited liability companies, including amendments to the Articles of Association.
Often limited liability companies do not re-register at the Company Registration Office at the time of a change in the company data as mentioned above, due to the provisions in Law no. 40 of 2007 regarding Limited Liability Company namely Article 29 paragraph (1) Limited Liability Company Law which in essence states that the list of companies is organized by the Minister whose duties and responsibilities in the field of law and human rights.
Company Compulsory Data
Subsequent to Article 29 paragraph (2) of the Limited Liability Company Law states that the Company Register contains data on limited liability companies which include:
- Name/tittle and place of domicile, intent and purpose and business activity, term of establishment, and capital;
- The complete address of the company with limited liability as referred to in Article 5 of the Company Law;
- Number and date of deed of establishment and Decree of the Minister of Law and Human Rights Regarding the legalization of a limited liability company as stated in Article 7, in paragraph (4) of a Limited Liability Company Law;
- Number and date of amendment’s deed of association’s articles of association of limited liability company and approval of the Minister of Law and Human Rights as stated in Article 23, in paragraph (1) of Limited Company Law;
- Number and date of amendment’s deed to the association’s articles and receipt’s date of notification by the Minister of Justice and Human Rights as stated in Article 23, in paragraph (2) of the Limited Company Law;
- Name and place of domicile which is made by notary, making of the establishment’s deed and amendment’s deed of association’s articles of limited company;
- Shareholders’ full name and address, members of the Board of Directors, and members of the Board of Commissioners of limited liability companies;
- The number and date of the deed of dissolution or the number and date of the court’s determination on the dissolution of a limited liability company which has been notified to the Minister of Law and Human Rights;
- The termination of limited company legal status;
- Sheet of balance and income statement of the relevant fiscal year for a limited liability company that is required to be audited.
Company registration authority in Indonesia is a way to record the company recognized by the state in order to monitor the economic growth of people in Indonesia.