Setting Up Private Limited Company in Indonesia – Limited Liability Company or PT or Nasalize Vennotschap in Dutch, is a privately owned company with legal ownership of capital in the form of shares and or bonds in which the power and rights of the owner of the capital based on the shares owned. Changes in the ownership structure of the capital of the company can be done freely without having to dissolve the company because the capital stock or bonds can be traded freely.
Shares or bonds are proof of ownership of the company, where every 1 shareholder may own more than 1 share or may also own a bond. Shares are securities as proof of ownership of PT which has dividend payoff. In order to grow, you must be setting up private limited company in Indonesia.
Dividends are the share of profits earned by shareholders with the nominal value of dividends in accordance with the size of the profits obtained by the company or in accordance with the policies that have been determined. Bonds are securities as proof of ownership of PT in exchange for services in the form of interest. The profit sharing in the form of interest will be of a fixed value regardless of whether the PT earns a profit or losses.
The capital of PT is listed in the articles of association. One of the advantages of PT is the private property of the owner of the company separate from the company’s assets because of the limited power of owners and capital owners. So if the company has a debt that exceeds the value of the company’s property, then the shareholders are not responsible for the excess debt of the company
Requirements for Establishment of Limited Liability Company (PT)
- Founder of the company at least 2 people or more.
- Each of the founders of the company must take part of the share capital, except in the framework of smelting.
- The Company has at least 1 director and 1 commissioner as the person in charge of the company.
- Shareholders must be Indonesian Citizens (WNI) or business entities established under Indonesian law and legislation, except foreign private companies.
- The authorized capital of the company is at least 50 million rupiahs with a minimum paid up capital of 25% of the authorized capital.
- Notary deed in Indonesia.
- The deed of incorporation shall be approved by the Minister of Justice, which shall be published in the State Gazette of the Republic of Indonesia.
According to Law no. 40 of 2007, the requirement to establish the PT consists of 2 kinds of general terms and formal requirements. The general terms are:
- Photocopy of identity cards of shareholders and administrators with a minimum of 2 persons each.
- Photocopy of the Family Card of the director or the person in charge of the company.
- Color photograph owned by the person in charge of the company size 3 × 4 cm as much as 2 sheets.
- Taxpayer Identification Number Responsible for photocopy of company ownership certificate (land certificate and so on) or lease agreement of the company.
- Photocopy of Land and Building Tax of the last year in accordance with the domicile of the company Letter of information for companies domiciled in residential areas or settlements.
- Certificate of domicile from the building manager if the company is domiciled in an office building.
- Photos of the corporate office appear front and in the room containing tables, chairs, computer units and 1 to 2 employees.
- Company stamp. If you do not have an official yet, you should already have a temporary stamp to take care of the permissions.
- Company offices are located in office areas, plazas, and are not located in residential areas.
- Ready for survey.
Main Process Establishment Company
For Setting up private limited company in Indonesia required various general process, among others:
- Make a Company Deed
The absolute thing is the need to make your company’s deed because the company is incorporated. Generally, this deed contains information about the company name, what kind of move, the name of the owners of capital, authorized capital, paid-up capital, corporate management such as who directors, directors, and commissioners.
- Receiving Certificate of Business Domicile
This document you obtain from the village office or the village head office where your company is domiciled. Based on this letter, the head village issued the same letter. To obtain a certificate of domicile, you need a copy of your company deed. In addition, the officers often also ask whether the business is rented or own property. If hired, they will ask for a copy of the lease agreement. If it is self-owned, they will ask for a copy of land certificate and IMB. Sometimes, there is also a request for copy of proof of payment UN- whether it is paid off or not. Usually, taking care of the domicile letter is requested administration fee. This administrative fee varies from one village to another.
- Take Care of Company NPWP
NPWP company is absolute in setting up the company. To obtain NPWP, you need a copy of the company deed and certificate of domicile. There is a Tax Service Office in certain areas request copy of Ministerial Decree on Ratification of Company Establishment Deed. There is also a request only deed and domicile letter. NPWP usually takes only 1/2 hours. When you enter the file in the morning to the tax office, that same morning you can get NPWP.
- Obtaining Decision Letter of Establishment of Company Establishment from Ministry of Law and Human Rights
To obtain this letter, a copy of the company’s certificate and Certificate of Domicile are required. It aims to Setting up private limited company in Indonesia.
- Handling “SIUP”, Trading Business License
SIUP is part of the process of establishing PT for your company can run. Handling SIUP is usually the same in various places.
- Take Care of Company Registration Certificate “TDP”
TDP is part of the company’s establishment process. Generally, this is taken care of after you get the SIUP. In certain local governments, you can take care of SIUP and TDP at once. The requirements are usually the same in various regions for setting up private limited company in Indonesia.