Indonesia, known for its thriving economy and vast business opportunities, offers various types of business entities for entrepreneurs and investors. One such entity is the Perseroan Terbatas, commonly referred to as a PT Company.
A PT Company is a limited liability company established under Indonesian law, where the capital is divided into shares and the responsibility of shareholders is based on the number of shares they hold.
This article aims to provide a comprehensive guide on PT Companies in Indonesia, focusing on key aspects such as the company name, organizational structure, capital structure, foreign ownership, and the company’s objectives and purposes. Whether you’re an aspiring entrepreneur planning to start a business in Indonesia or an investor looking to understand the Indonesian business landscape, this guide will serve as a valuable resource.
PT Company Indonesia
A Perseroan Terbatas, or PT Company, is a common form of business entity in Indonesia. Similar to a Limited Liability Company (LLC) in other countries, a PT Company provides a structure that promotes growth, offers legal certainty, and simplifies international business engagement. All companies incorporated as PT must prefix their company name with “PT”. If the company is publicly listed, it should add “TBK” at the end of its name.
PT Companies can be classified into various types, including open, closed, domestic, individual, or general public PT. They operate by offering shares to the public. Shareholders of a PT are legally liable for the company’s debts if it files for bankruptcy. However, their liability is limited to the amount of their original investment. This information is typically outlined in the company’s articles of association.
PT Companies are governed by Indonesian Company Law No. 40 of 2007, as last amended by Law 11 of 2020 on Job Creation, also known as the “Company Law.” According to this law, a PT Company must be established by at least two shareholders. The establishment of a PT Company becomes official once a deed of establishment is issued by a notary and approved by the Minister of Law and Human Rights. Only then, PT Company obtains the status of a “legal entity”.
The types of businesses that can operate as PT are also governed by Indonesian law. The governance and administration of PT Companies are handled regionally, and the rules may vary across different regions of the country. The license requirements for each business depend on the type of work they will be involved in.
Can Foreign Company Set up PT in Indonesia?
Foreign companies, governments, or individuals looking to operate a revenue-generating business in Indonesia, they must establish a PT PMA, which stands for Penanaman Modal Asing. This is a type of PT Company specifically designed for foreign direct investment, allowing foreign investors to conduct commercial activities within the country.
Some people might wonder what ‘Perseroan Terbatas’ translates to in English. The closest equivalent to a PT in English-speaking countries would be a Limited Liability Company, or LLC.
While PT Companies share similarities with LLCs in the United States, there are fundamental differences due to the specific rules and guidelines adhered to by Indonesian law regarding business entities. Despite these differences, the PT structure remains a popular choice for businesses in Indonesia due to its flexibility and the legal protections it offers to shareholders.
Types of Perseroan Terbatas
In Indonesia, a Perseroan Terbatas (PT) can take various forms depending on the nature of the business, the source of investment, and the company’s operational scope. Here are the main types of PT Companies:
- Domestic PT. Its shares are owned by Indonesian citizens or Indonesian legal entities. They operate within the domestic market and are governed by Indonesian law.
- Open PT. Also known as a Public PT, is a PT Company that offers its shares to the public. This type of PT is allowed to list its shares on the Indonesia Stock Exchange and must comply with additional regulations related to public companies.
- Closed PT. This one does not offer its shares to the public. The shares of a Closed PT are owned by a limited number of shareholders. They are not listed on the stock exchange.
- PT PMA (Penanaman Modal Asing). This one is established for foreign direct investment. PT PMAs are allowed to conduct commercial activities in Indonesia, subject to certain restrictions and requirements.
- Individual PT. The shares of this type of PT Company are owned by individuals. It’s a common form of PT for small and medium-sized enterprises (SMEs) in Indonesia.
- General Public PT. Its shares are owned by the general public. It’s similar to an Open PT but is typically larger and has a wider operational scope.
Each type of PT Company has its own set of rules, benefits, and considerations.
Formation of a PT Company
Establishing a PT Company in Indonesia involves several key steps. The process begins with reserving a unique company name and preparing the Articles of Association. Once these are notarized, they must be submitted for approval to the Ministry of Law and Human Rights.
Upon approval, the company must register with the local government office and the Tax Office to obtain the necessary certificates and identification numbers. The final step is to secure a business license from the relevant authorities.
Please note that this is a simplified overview. The actual process can vary depending on the type of PT Company and the specific business activities involved.
Operating a PT Company
Once a PT Company is established, it can begin its operations. The company’s operations should align with the business activities stated in its Articles of Association and must comply with the Indonesian Standard Business Classification (KBLI).
PT Companies are subject to Indonesian business laws and regulations, including tax obligations, employment laws, and industry-specific regulations. They must also adhere to any reporting requirements set by the Indonesian government.
While a PT Company is a common legal form for foreigners to engage in business in Indonesia, it’s important to note that not all sectors are open to foreign investment. Certain industries may have restrictions or limitations on foreign ownership.
In some cases, establishing a representative office might be a better option for a foreign investment company looking to do business in Indonesia. A representative office can carry out business activities like market research, networking, or promotional activities, but it cannot generate revenue.
Understanding the concept, structure, and requirements of a PT Company is crucial for anyone planning to do business in Indonesia. While the process may seem complex, with the right information and guidance, it can be a straightforward journey.
It’s recommended to consult with a legal professional or business consultant to understand the best business structure for your specific needs and circumstances. The actual process and requirements can vary depending on your specific business activities and the type of PT Company you plan to establish. For detailed guidance about company registration in Indonesia, it’s recommended to seek advice from legal professionals like us, CPT Corporate.