A PT perorangan (sole-proprietor limited company) is a legal entity set up by one Indonesian citizen for a micro or small business, simply by completing an electronic Statement of Establishment, without a notarial deed. An ordinary PT (called a perseroan persekutuan modal, or capital partnership company, in the regulations) is set up by at least two people with a notarial deed and has no limit on business size. The choice depends on the number of owners, the size and growth plans of the business, and the need for partners and funding.
What a PT perorangan is
The PT perorangan was introduced by the Job Creation Law (UU Cipta Kerja), which inserted Articles 153A to 153J into UU PT (the Company Law), now in force through UU 6/2023, and is further regulated in PP 8/2021 and Permenkum 49/2025. Its main features:
- Founder: one Indonesian citizen (WNI), aged at least 17 and legally competent (Article 6 PP 8/2021). The founder is also the director and sole shareholder.
- Shareholders can only be individuals, not legal entities (Article 153E(1)).
- Limit on number: a founder may set up only one PT perorangan in one year (Article 153E(2)).
- Business size: it must meet the criteria for a micro or small business. Under Article 35 PP 7/2021, a small business has business capital of at most Rp5 billion excluding the land and buildings used for the business, or annual sales of at most Rp15 billion; for a micro business, the limits are business capital of Rp1 billion or annual sales of Rp2 billion.
- Establishment: the Statement of Establishment is completed electronically through the AHU system (the Ministry of Law's legal entity administration system). The decision letter is issued electronically and printed by the founder (Articles 21 and 22 Permenkum 49/2025).
- Capital: the amount is set by the founder; at least 25 per cent must be issued and paid up, with proof of payment submitted no later than 60 days after the Statement of Establishment is completed (Articles 3 and 4 PP 8/2021).
- Limited liability: the shareholder is not personally liable beyond the shares owned (Article 153J(1)), except in certain circumstances, for example if they use the PT in bad faith for personal interests or use the PT's assets unlawfully (Article 153J(2)).
Differences between a PT perorangan and an ordinary PT
| PT perorangan | Ordinary PT | |
|---|---|---|
| Founders | 1 Indonesian citizen | 2 or more, individuals or legal entities, Indonesian or foreign |
| Basis of establishment | Electronic Statement of Establishment | Notarial deed in Indonesian |
| Business size | Micro and small businesses only | No limit |
| Organs | The founder is also director and shareholder | RUPS (general meeting of shareholders), board of directors and board of commissioners |
| Shareholder decisions | Decision of the sole shareholder, with the same force as a RUPS | RUPS or circular resolution |
| Amendments | Electronic Statement of Amendment | Notarial deed, then the Minister's approval or notification |
| Reporting | Financial report to the Minister through the AHU system | RUPS approval of the annual report in a notarial deed, submitted to the Minister |
| Special limits | One PT perorangan per founder per year | None |
When to choose a PT perorangan, and when an ordinary PT
A PT perorangan is usually considered when the business is run by one person, it is still micro or small in size, and the owner wants to separate business assets from personal assets through a simple procedure.
An ordinary PT is more suitable if there is more than one owner from the start, there are plans to take in investors or corporate shareholders, there is a foreign shareholder, or the business is expected to exceed the criteria for a small business. A full set of organs also makes it easier to divide roles between owners, managers and supervisors.
Tax considerations also differ. Under PP 20/2026 amending PP 55/2022, the final PPh (income tax) rate of 0.5 per cent on gross turnover of up to Rp4.8 billion a year is available to individuals, sole-proprietor companies and cooperatives, while ordinary PTs are no longer among the new eligible taxpayers.
Converting a PT perorangan into an ordinary PT
A PT perorangan must change its status to an ordinary PT if it comes to have more than one shareholder, or if the business no longer meets the criteria for a micro or small business (Article 153H UU PT, Article 9 PP 8/2021, Article 25 Permenkum 49/2025). The process:
- The shareholder decides on the change of status and prepares for the new shareholder to come in, by transferring some shares or issuing new shares.
- A notarial deed is made containing the statement of change of status, the full articles of association as an ordinary PT, and the company data (shareholders, directors, commissioners, address).
- The change is registered electronically through the AHU system.
- The business licensing data in the OSS system (the Online Single Submission licensing system) are updated.
What changes after becoming an ordinary PT, such as the duty to hold an annual RUPS, is covered in amending a PT's articles of association.
Documents to prepare
Setting up a PT perorangan
- the founder's KTP-el (electronic identity card) and NPWP (tax identification number)
- the PT's name, domicile and full address
- business activities under KBLI 2025 (Indonesian business classification codes)
- the amount of authorised capital, issued and paid-up capital, and the nominal value and number of shares
Converting into an ordinary PT
- the decision letter and the Statement of Establishment or latest Statement of Amendment
- the identity of the new shareholder, and of the members of the board of directors and board of commissioners
- the deed of transfer of shares, or proof of payment if capital is increased
- beneficial owner documents
- the financial reports already submitted
Legal basis
- Law No. 40 of 2007 on Limited Liability Companies as last amended by Law No. 6 of 2023, Article 7(7) and Articles 153A to 153J
- Government Regulation No. 7 of 2021 on the Facilitation, Protection and Empowerment of Cooperatives and Micro, Small and Medium Enterprises, Article 35
- Government Regulation No. 8 of 2021 on the Authorised Capital of Companies and the Registration of the Establishment, Amendment and Dissolution of Companies Meeting the Criteria for Micro and Small Businesses
- Regulation of the Minister of Law No. 49 of 2025 on the Requirements and Procedures for the Establishment, Amendment and Dissolution of Limited Liability Company Legal Entities
- Government Regulation No. 55 of 2022 as amended by Government Regulation No. 20 of 2026 (final PPh for micro, small and medium enterprises)
Frequently asked questions
Does a PT perorangan need a notarial deed?
Not for its establishment; an electronic Statement of Establishment is enough. A notarial deed is needed when a PT perorangan changes its status to an ordinary PT.
Can a foreign national set up a PT perorangan?
No. A PT perorangan can only be set up by an Indonesian citizen. Foreign investors use an ordinary PT with PMA (foreign investment) status; see setting up a PT PMA.
What happens if the financial report is not submitted?
A PT perorangan's financial report is submitted no later than six months after the end of the accounting period. If not, the Minister issues a written warning, may then suspend access to services, and may finally revoke its legal entity status (Article 28 Permenkum 49/2025).
Can I set up an ordinary PT directly instead?
Yes, as long as there are at least two founders. The requirements and process are covered in requirements and process for setting up a PT.
The choice of business form depends on your own plans. If you would like to discuss it further, you can make an appointment with our office.