Indonesia, with its massive consumer base and rising middle class, has become a lucrative market for franchise businesses. Whether you’re a local entrepreneur or a foreign investor, the country’s franchise sector offers a wide array of opportunities across food and beverage, retail, education, and service industries. As brands like McDonald’s, Mixue, and KFC have shown, franchise businesses can thrive in Indonesia when set up correctly.
However, entering this market requires compliance with local regulations. The government has laid out a comprehensive set of rules that govern the franchising system in the country, ensuring transparency, fair competition, and consumer protection. By understanding and preparing for these rules, business owners can simplify their franchise registration process significantly.
Legal Framework Governing Franchise Registration
Regulation Overview
The Indonesian franchise ecosystem is primarily regulated by Government Regulation No. 35 of 2024 (GR 35/2024), which replaced the older GR 42/2007. This new regulation addresses various aspects of franchising for both local and foreign entities. One key requirement is the Surat Tanda Pendaftaran Waralaba (STPW) or Franchise Registration Certificate issued by the Ministry of Trade.
Franchise Registration Certificate (STPW)
Every franchisor and franchisee must register their business and obtain the STPW through the Online Single Submission (OSS) system. Without this certificate, a franchise agreement cannot be legally enforced in Indonesia.
To apply for an STPW, a business must provide:
- A completed franchise registration form
- A copy of the franchise agreement
- The franchise prospectus
- Business license and tax identification number (NPWP)
- Proof of legal business operations (including audited financials)
Requirements for Foreign Franchisors
Foreign companies can register franchises in Indonesia, provided they meet several key requirements:
- Legalized foreign business documents (e.g., business license, articles of incorporation)
- Franchise Disclosure Document (FDD) or prospectus translated into Bahasa Indonesia
- Letter of continuity issued by the Indonesian Trade Attaché or embassy in the country of origin STPW for the Indonesian franchisee
These regulations ensure the franchisor has a proven track record and a standardized operational system.
The Franchise Prospectus: What Needs to Be Included
Essential Components of the Prospectus
The prospectus is a critical component of the registration process and must include:
- Business history and background of the franchisor
- Details of intellectual property used
- Audited financial statements (minimum two years)
- List of existing franchisees (if any)
- Franchise fees and ongoing royalty structures
- Standard Operating Procedures (SOPs)
- Training and support information
- Marketing assistance
Why It Matters
This document helps the Ministry of Trade assess the sustainability and credibility of the franchise model. It also ensures that prospective franchisees receive enough information to make informed decisions.
Franchise Agreement: Legal Binding Terms
Contents of the Agreement
A franchise agreement must contain at least the following:
- Business rights and obligations of both parties
- Intellectual property rights (e.g., logos, brand names)
- Duration of the contract
- Termination and renewal clauses
- Dispute resolution mechanisms
- Support and supervision systems
The agreement must be written in Bahasa Indonesia and comply with Indonesian contract law. For international agreements, a dual-language format (Indonesian and English) is often used to avoid legal misinterpretation.
Compliance Review
The Ministry of Trade will evaluate whether the agreement aligns with existing franchise regulations. Any inconsistency may lead to registration delays or rejection.
Local Content Requirements and Sourcing
Encouraging Domestic Products
Indonesia enforces a local content requirement for franchise businesses, particularly concerning raw materials, goods, and equipment. The regulation aims for at least 80% of supplies to be locally sourced unless unavailable in Indonesia. This encourages job creation and strengthens the local economy.
Exceptions
In some cases, foreign-sourced materials may be approved if the franchisor can prove that such materials are not produced domestically. Proper documentation and justification are essential.
Steps to Register a Franchise Business in Indonesia
Step-by-Step Guide
- Prepare Legal Documents: Articles of association, NPWP, business license, and franchise agreement.
- Draft the Prospectus: Include all required information in Bahasa Indonesia.
- Register via OSS: Submit the application through the OSS system.
- Ministry Review: The Ministry of Trade will review your documents.
- STPW Issuance: If approved, the STPW will be granted, legalizing your franchise operation.
Estimated Timeline
The entire process typically takes 1 to 2 months, depending on the completeness of documentation and compliance with the legal framework.
Common Challenges and How to Avoid Them
Language Barriers
All documentation must be submitted in Bahasa Indonesia. Inaccurate translation or omission can lead to delays or rejection.
Solution: Work with experienced legal translators or agencies familiar with franchising regulations.
Document Incompleteness
Many applicants fail to include essential components such as audited financial statements or proper licensing.
Solution: Prepare a checklist of required documents and consult with experts before submission.
Lack of Local Representation
Foreign franchisors must work with local franchisees or partners for registration and operations.
Solution: Establish a strategic partnership or hire a local consultant to navigate administrative processes.
Conclusion
Indonesia offers an attractive and growing market for franchise businesses. With the right approach and understanding of local regulations, franchisors can efficiently register and operate their brands in the country. From preparing a detailed prospectus to ensuring compliance with local content rules, every step must be carefully managed. By doing so, businesses not only meet legal obligations but also position themselves for sustainable growth.
Navigating the franchise registration process in Indonesia can be complex. That’s where CPT Corporate steps in. As a trusted provider of Company Registration services in Indonesia, CPT Corporate offers full legal support, document preparation, and consultation services to ensure your franchise setup is smooth, compliant, and successful.
From assisting with STPW applications to drafting legally sound agreements, CPT Corporate acts as your strategic partner in entering the Indonesian market with confidence.
Contact CPT Corporate today to start your franchise journey the right way.
