Located in South East Asia, Indonesia occupies an archipelago between the Indian Ocean and the Pacific Ocean bordering Malaysia. With a total land area of 1.8m sq km, Indonesia’s population in July 2014 was estimated to be 253m – the world’s fifth most populous country. Bahasa Indonesia, a modified form of Malay, is the official language, although English and Dutch are also spoken. Indonesia has grown strongly since 2010; during the global financial crisis, it outperformed its regional neighbours and joined China and India as the only G20 members posting growth. The government has promoted fiscally conservative policies, resulting in a debt-to-GDP ratio of less than 25% and historically low rates of inflation. However, Indonesia still struggles with poverty and unemployment, inadequate infrastructure, corruption and a complex regulatory environment. Rich in natural resources, Indonesia’s main exports are oil and gas, electrical appliances, plywood, textiles and rubber; principal export markets are China, Japan and Singapore. Generous tax incentives, including tax holidays of up to 10 years are available to foreign investors in five “pioneer” industries.
- Headline tax rates: CIT 25%, PIT 5%-30%, VAT 10%, WHT 20%
- Treaty Jurisdictions: Algeria, Australia, Austria, Bangladesh, Belgium, Brunei, Bulgaria, Canada, China, Croatia, Czech Republic, Denmark, Egypt, Finland, France, Germany, Hong Kong, Hungary, India, Iran, Italy, Japan, Jordan, Korea, Democratic People’s Republic of, Korea, Republic of, Kuwait, Luxembourg, Malaysia, Mexico, Mongolia, Morocco, Netherlands, New Zealand, Norway, Pakistan, Philippines, Poland, Portugal, Qatar, Romania, Russia, Seychelles, Singapore, Slovak Republic, South Africa, Spain, Sri Lanka, Sudan, Suriname, Sweden, Switzerland, Syria, Taiwan, Thailand, Tunisia, Turkey, Ukraine, United Arab Emirates, United Kingdom, United States, Uzbekistan, Venezuela, Vietnam
- TIEA Jurisdictions: Bermuda, Guernsey, Isle of Man, Jersey, San Marino
Foreign investment in certain designated business areas or regions may be granted the following tax incentives:
- CIT reduction up to 5%
- Acceleration of depreciation
- Extension of tax loss carry-forwards up to 10 years
- A reduction to 10% in withholding tax on dividends
- Suitable for: Banking, Insurance, Trading Financial
- Company Types: Limited liability companies, cooperatives, sole proprietorships, foundations, branches, representative offices, general partnerships and limited partnerships
- Formation Cost: 7700 – 9500 USD$
- Formation Time: 40 – 70 days
- Maintenance cost: 1000 – 2000 USD$
There are several types of business entities available in Indonesia, the most common vehicle being the foreign investment company (Penanaman Modal Asing or PMA). Other entity types include foreign representative offices. Branch offices are generally not allowed. Foreigners can either set up a limited liability company which is 100% foreign owned or a limited liability company through a joint venture with Indonesian partners. The steps for setting up these business types are explained below.
Foreign companies are allowed to establish a representative office in Indonesia, subject to significant restrictions, including only being able to perform marketing or promotion activities or market research. Only certain sectors, including trading, serices, oil and gas mining and banking, are allowed to set up a representative office.
- The Head of the representative office submits an application to the Indonesian Investment Coordinating Board.
- Obtain domicile letter
- Register with the Tax Office
- Register with the Company Registry
Time: 22-33 days
Cost: Around IDR 10,000,000
Foreign representative offices are often useful for developing a principal foreign company’s business interests in Indonesia, but are not permitted to conduct business in Indonesia. There must be an individual nominated by the principal foreign company as responsible for the management of the representative office.
FROs are prohibited from:
- Generating revenues
- Entering directly into contracts or transactions in relation to any sale or purchase of goods and services with any business or individual in Indonesia for business purposes
- Engaging in the management of any Indonesian company, subsidiary or branch.
The head of the representative is required to submit an application to the Indonesian Investment Coordinating Board, or may grant a power of attorney to its lawyers to do so.
Once the application is submitted, a licence can be expected within 5 days.
Benefits include that there are no capital requirements, and that a representative office can handle sales and delivery activities. Steps involved are:
Obtain the Indonesian Investment Coordinating Board approval of representative office
This application requires the following documentation:
- Letter of appointment from the parent company
- Power of Attorney to sign the application if the parent company is represented by another party
- Copy of valid passport (for foreigners) or copy of ID card (for Indonesians) for the individuals nominated as executives of the representative office
- Letter of statement concerning the willingness to stay and only work as a representative office executive without engaging in other business in Indonesia
Time: 3-5 days
Obtain Domicile Letter
A letter of domicile must be obtained from the local government.
Time: 3-5 days
Register with the Tax registry
The representative office must apply for a taxpayer identification number (NPWP) from the Tax Office.
Time: 2 days
Register with the company registry
Time: 14-21 days
Limited Liability Company
The Perseroan Terbatas is a limited-liability corporation (LLC) organized by foreign nationals and capitalized with foreign funds. The limited liability company must go through the entire registration and incorporation process, and is the most costly business structure to setup.
- Pay fees for obtaining clearance of the company name at a bank
- Arrange for notary to obtain standard form of company deed
- Notarise company documents
- Apply to the Ministry of Law and Human Rights for approval of the deed of establishment
- Obtain the Building Management Domicile Certificate
- Apply for the Certificate of Company Domicile
- Pay non-tax state revenue fees for legal services
- Apply for permanent business trading license
- Obtain company registration certificate
- Register with Ministry of Manpower
- Apply for social security, health care insurance, taxpayer registration number and VAT collection
Time: 2-3 months
Cost: Approximately IDR 2,000,000
A limited liability corporation s a common investment vehicle for Indonesia-based business wherein foreign parties (individuals or corporate entities) can incorporate in the country.
A limited liability company can give greater control over the business venture in Indonesia, and avoid a multitude of problematic issues which can potentially result from dealing with a domestic joint venture partner.
Such problems often include profit not being maximized, leakage of the foreign firm’s intellectual property and the potential for joint venture partners to set up in competition against the foreign firm after siphoning off knowledge and expertise.
The steps for setting up a LLC are explained in detail below.
Pay fees for obtaining clearance of the company name at a bank
The company name must be cleared with a notary through a computerized processing system. The notary must pay the fee of IDR 200,000 at a bank before obtaining clearance for the proposed company name. They will then obtain a payment receipt with a code.
Time: 1 day
Cost: IDR 200,000
Arrange for notary to obtain standard form of company deed
The notary will then use this code online to reserve the company name as proof of payment. The reserved name will be blocked for a period of 60 days, although this procedure is not necessary if the founding shareholders are confident the same name has not already been used.
The company name must not:
- Have been lawfully used by any other company or which is similar to another company’s name
- Be identical or similar to the name of a state, government, or international agency without approval
- Fail to conform to the purposes and objectives and activities of the company
- Consist of a set of numbers, letters or figures that do not form any words
The Ministry of Law and Human Rights may reject name application reservations if names are the same or resemble those of another company.
The application form for the company name must be accompanied by the following information:
- The payment number of the approval of the use of the company’s name from the bank
- The booked name of the company
Time: 4 days
Cost: Included in Step 3
Notarise company documents
An application to use a name similar to or the same as a well-known trademark will be rejected unless approval is obtained from the holder of the trademark. The maximum notary fee for objects of deed with an economical value of between IDR 100,000,000 and 1,000,000,000 is 1.5% of the total object of the deed’s value.
Time: Online process, less than a day
Cost: Depends on the value of the object of the deed
Apply to the Ministry of Law and Human Rights for approval of the deed of establishment
The application for approval of establishment of a company should be able to be electronically filed, by attaching the certificate of the bank account and a copy of the relevant bank transmittal advice.
The application must be filled in at most 60 days since the date of the deed establishment, which will be approved by the Ministry of Law. After 14 days, the Ministry of Law will issue the legalization on the establishment of the company. The establishment of company will be announced in the Supplement State Gazette within 14 days by the Ministry of Law.
Time: Less than 1 day
Cost: Included in Step 1
Obtain the Building Management Domicile Certificate
Companies located in an office building need to get the Building Management Domicile Certificate from the Building Management Office before proceeding to the next step.
Time: 1 day
Cost: No charge
Apply for the Certificate of Company Domicile
All Indonesian limited liability companies are required to possess a certificate of company domicile. This is issued by the head of the village where the company is located or by the building management if the office space is leased. This is required for several documents.
Time: 2 days
Cost: No charge
Pay non-tax state revenue fees for legal services
The requirement to pay the non-tax state revenue fee for legal services is stated on the website of the Legal Entity Administration System.
The cost breakdown is as follows:
- IDR 1,000,000 for validation of the company as a legal entity
- IDR 30,000 for publication in the State Gazette
- IDR 550,000 for publication in the Supplement State Gazette
Time: 1 day
Cost: IDR 1,580,000
Apply for permanent business trading license
The company must then apply for the permanent business trading license (SIUP) at the Ministry of Trade. This constitutes the business license for a non-facility company engaging in trading business and contains details about company activities, and the person in charge of the company.
Usually, the following documents must be attached:
- A copy of the company’s articles of association
- An attestation of location and the address of company offices
- ID card of the company’s President or Director
- Letter of approval from the Ministry of Law and Human Rights
After the application is reviewed, the Municipality will pass it along to the technical agency at the regional office for cooperatives for further review. It usually takes around 2 days to obtain the signature of the head of that regional office, after which the SUIP is provided.
Time: 15 days
Cost: No charge
Obtain company registration certificate
The Company registration certificate (Tanda Dafta Perusahaan – TDP) must be obtained from the local government office, trade sub-division. The SIUP must be obtained before the TDP can be obtained, with the same documents as the previous step required for submission.
Time: 14 days
Cost: No charge
Register with Ministry of Manpower
Companies must submit a manpower report in the company to the Ministry of Manpower and Transmigration, or the appointed officer, within a period of no more than 30 days from establishment of the company. The report must contain the following information:
- Company identification
- Manpower relation
- Manpower protection
- Employment opportunities
Ratification of the registration of mandatory labour affairs report in the company is expected to be completed within one working day.
Time: 1 day
Cost: No charge
Apply for social security, health care insurance, taxpayer registration number and VAT collection
Companies must then apply for the Workers Social Security Program (BPJS Ketenagakerjaan), healthcare insurance, and for a taxpayer registration number and VAT collector number. These are processed with the Social Security Administrative Bodies and Tax Office.
For social security and healthcare insurance the employer must provide the following personal information for each candidate:
- Date of birth
- Name of health service provider as selected by the employee
- Other personal information including:
- Employee and family member(s) who will be covered by the health insurance program
- Employee salary information
- Information on participation status
To register for tax, the following must be sent:
- Deed of establishment
- Identity card of one active director
- Statement letter regarding confirmation on place of business from one of the active directors
Time: 7 days, simultaneous with previous procedures
Cost: No charge
A joint venture (JV) is a form of foreign invested enterprise (FIE) that is created through a partnership between foreign and Indonesian investors, who together share the profits, losses and management of the JV. It is used most often when there is a need for a local business partner who can offer distribution channels, government relationships or significant market knowledge. Despite this the JV structure can bring challenges and risks by entering a business relationship with Indonesian investors.
- Register Business License
- Obtain Certificate of Approval
- Name Internal Supervisor
A joint venture (JV) is a form of foreign invested enterprise (FIE) that is created through a partnership between foreign and Indonesian investors, who together share the profits, losses and management of the JV. As a foreign investor, there are several advantages to creating a JV:
- Foreign investors can draw upon local market knowledge, business networks and the expertise of their Indonesian business partner
- JVs are not required to rent premises in Indonesia, although a registered office is required
- Indonesian partner companies can obtain a 30-year license to undertake business
As with any partnership, in addition to the advantages of working together, JVs also face serious challenges. It is strongly recommended that prior to choosing this form of investment vehicle you consult with the foreign partner of an existing JV in order to better understand the advantages and disadvantages of the JV structure.
A JV is a limited liability company, where the liability of the JV’s investor(s) is generally limited to the assets of the JV. The “total investment” of a JV is the amount of capital required to start-up the business until it becomes self-sufficient from its investors.
Parties to an incorporated joint venture typically enter into a joint venture agreement or shareholders’ agreement which supplements the terms of the company’s articles of association. This agreement has no particular requirements, other than its terms should not contravene the mandatory corporate governancy requirements of Indonesia’s company law.
The time and costs of forming a joint venture are not specifically dictated under Indonesian law.