Dormant companies in Indonesia are more common than most business owners expect—especially among PT and PT PMA entities that stop operations temporarily due to funding limitations, restructuring decisions, or paused expansion plans. But many owners misunderstand what “dormant” actually means in the Indonesian legal system. A company may have zero revenue, no employees, and no transactions, but if it is still legally registered, it continues to carry ongoing obligations. And failure to meet those obligations exposes the shareholders and directors to administrative fines, penalties, and—under certain circumstances—criminal liability.
This article explains, in clear and practical terms, how Indonesian regulators treat dormant companies, what legal duties remain active even when the business is inactive, and what penalties apply when these duties are not fulfilled. It also outlines options for business owners who want to either keep their company dormant safely, suspend certain obligations, or formally close the entity through liquidation.
What “Dormant Companies” Actually Mean in Indonesia
In many jurisdictions, “dormant” has a formal legal definition. In Indonesia, however, it is more of a practical or operational term used to describe a company that has paused activities but has not been dissolved. Legally, the entity is still alive as long as its:
- NIB (Business Identification Number) is active
- NPWP (tax ID number) is active
- KBLI codes remain registered
- Corporate documents are not cancelled
- Business licenses remain in OSS-RBA
This is why a dormant company still carries compliance duties. The government considers it capable of operating, whether or not it currently does. The Directorate General of Taxes, the Ministry of Investment/BKPM, BPJS, and Immigration all maintain that no operational activity does not eliminate obligations unless the company goes through a formal deregistration or liquidation process.
Because of this, many business owners are surprised by unexpected penalties years after their company becomes dormant, especially related to tax and investment reporting.
Legal Obligations That Still Apply When a Company Is Dormant
Even if a company has no income, no transactions, and no employees, Indonesian law still requires dormant companies to comply with several ongoing obligations. Below are the most important ones.
1. Tax Reporting Obligations (SPT Masa & Annual)
The Directorate General of Taxes requires companies to continue filing tax returns—even when there are no transactions. These filings are called SPT Nihil, meaning a zero report.
This applies to:
- Monthly SPT Masa PPN (VAT return)
- Monthly SPT for withholding taxes (PPh 21/23) where relevant
- Annual Corporate Income Tax Return (SPT Tahunan Badan)
The most common misconception is that companies do not need to file monthly PPN if they are inactive. However, the DG Tax explicitly states that failure to submit SPT Masa PPN results in an automatic administrative fine of Rp500,000 per late submission period. For Annual Corporate Tax returns, many cases show penalties of Rp1,000,000 for late filing.
Even a fully dormant company is required to file a zero tax report unless it formally deactivates its tax obligations or dissolves.
2. LKPM (Investment Reporting) via OSS-RBA
PT PMA and many PT entities with specific KBLI classifications are required to submit LKPM (Laporan Kegiatan Penanaman Modal) every quarter or semester.
Important:
LKPM is still mandatory even when a company has no operations, unless the entity:
- Removes the KBLI that triggers LKPM
- Suspends or withdraws its business licenses
- Formally dissolves or liquidates
BKPM and OSS-RBA now automatically flag companies that do not submit LKPM. Sanctions include:
- Written warnings
- Partial or full suspension of business licensing services
- Restrictions on exporting/importing registration
- Revocation of business licenses
Because OSS-RBA is tightly integrated, missing LKPM entries often triggers automatic compliance alerts.
3. BPJS Employment & Health
If a company still has employees, BPJS reporting and payments continue to apply—even if the business is not operating.
If the company has terminated all employees, it must complete formal offboarding and deregister employees from BPJS to avoid accumulating arrears. Leaving a company dormant with unreported employees is a major cause of administrative issues later.
4. Immigration Responsibilities (KITAS Sponsorship)
If a dormant company sponsors foreign employees, it must maintain all immigration obligations:
- Timely extension or cancellation of KITAS
- Proper reporting of employment changes
- Settling IMTA/RPTKA responsibilities
Pausing operations does not exempt the company from its role as a sponsor. Neglecting immigration obligations exposes the company (and its directors) to sanctions from the Ministry of Law and Human Rights.
Penalties and Enforcement Mechanisms for Dormant Companies
The Indonesian government has increasingly tightened compliance enforcement across tax, investment, and licensing systems—especially since the rollout of OSS-RBA. Dormant companies are not exempt from being penalized.
1. Tax Penalties
Tax fines are among the most common issues faced by dormantly held PT and PT PMA entities.
- Rp500,000 fine for each late PPN SPT Masa
- Rp1,000,000 fine for late SPT Tahunan Badan
- Potential tax audits if the company fails to report for extended periods
- Possible escalation to criminal tax provisions if deliberate non-reporting causes state loss
Most fines accumulate silently, and owners only discover them when reactivating the company or applying for tax clearance.
2. LKPM / OSS / BKPM Sanctions
BKPM and OSS may apply:
- Administrative warnings
- Suspension of NIB-linked business activities
- Blocking access to OSS services
- Revocation of licenses in prolonged non-compliance
Companies that intend to reactivate operations later often find their permits suspended due to missed LKPM filings.
3. Corporate Law Risk & Mandatory Dissolution
If a company remains non-compliant for an extended period, shareholders or regulators may pursue dissolution. Under Indonesian corporate law:
- A company must hold at least one Annual General Meeting (RUPS) each year
- Directors remain responsible for statutory filings
- Persistent non-compliance can be grounds for legal dissolution
In dissolution cases, liabilities such as unpaid taxes, late reporting fines, or BPJS arrears must be settled before closure can be completed.
Options for Dormant Companies: Pause, Fix, or Close
Depending on the company’s future plans, there are three practical paths.
1. Continue the Company with “Nil Reporting”
If the dormancy is temporary, the safest option is to:
- File SPT Masa and SPT Tahunan as “Nihil”
- Submit LKPM with “no activity” updates
- Ensure the company is employee-free or compliant with BPJS
- Maintain corporate documents and annual records
This keeps the entity clean and penalty-free.
2. Edit or Suspend Licenses via OSS-RBA
If LKPM obligations are unnecessary, businesses can:
- Remove specific KBLI codes
- Suspend business licenses
- Withdraw unneeded permits
This reduces compliance responsibilities and prevents unnecessary sanctions.
3. Full Liquidation (Closing the Company)
If the business will not continue, liquidation is the cleanest exit. The process includes:
- Shareholder resolution (RUPS)
- Appointment of a liquidator
- Settlement of liabilities
- Tax clearance
- Deregistration of NIB, NPWP, and permits
Liquidation costs vary depending on tax status and outstanding compliance issues. For companies with penalties or tax exposure, cleanup will be required before liquidation can proceed smoothly.
Frequently Asked Questions (FAQ)
Is a dormant company allowed to avoid tax reporting?
No. Dormant companies must still submit SPT Masa and SPT Tahunan unless they formally deactivate or dissolve.
What is the main penalty for dormant companies?
The most common penalty is the Rp500,000 monthly fine for late PPN SPT Masa. Missed LKPM filings and suspended OSS licenses are also common.
Can BKPM revoke my license if I don’t submit LKPM?
Yes. Prolonged non-submission can lead to suspension or license revocation.
How long can a company stay dormant?
Indefinitely—as long as it continues meeting compliance obligations. Non-compliance triggers penalties.
What’s the best option if I don’t plan to use my company anymore?
Formal liquidation is the cleanest and safest option.
Conclusion
Dormant companies may not be operating, but they are still fully recognized under Indonesian law and subject to ongoing regulatory obligations. Many business owners mistakenly assume that inactivity means “no compliance required,” resulting in accumulated fines, OSS sanctions, and disruptions when attempting to reactivate the business. Understanding precisely which duties remain active—and which can be suspended—is essential to managing the risks of dormancy.
Whether you plan to keep your company paused temporarily or fully close it, staying compliant with tax, LKPM, BPJS, and immigration rules is necessary to avoid costly penalties later.
CPT Corporate helps businesses manage every stage of corporate compliance—whether your company is temporarily inactive or you want to cleanly exit through liquidation. Our team handles tax filings, OSS-RBA updates, LKPM reporting, and legal dissolution from start to finish.
If your company is dormant or facing penalties, contact CPT Corporate today to avoid unnecessary fines and restore your compliance status.
