Setting Up a PT in Indonesia: Requirements and Process

There are four basic requirements for setting up an ordinary PT (perseroan persekutuan modal, capital partnership limited company): it is set up by at least two persons, with a notarial deed in Indonesian, with authorised capital of which at least 25 per cent is issued and paid up, and it is then ratified by the Minister of Law through the AHU system (Administrasi Hukum Umum, the Ministry of Law's legal entity administration system). Once it has legal entity status, the PT obtains its NIB (Nomor Induk Berusaha, business identification number) and business licences through the OSS system (the Online Single Submission licensing system).

Requirements for setting up a PT under the law

Founders. A PT is set up by two or more persons (Article 7(1) UU PT, the Company Law). A "person" here may be an individual or a legal entity. Each founder must subscribe for shares at the time of establishment. If there is only one founder and the business is micro or small in scale, the available form is a PT perorangan (sole-proprietor PT); the comparison is covered in PT perorangan or ordinary PT.

Notarial deed. The deed of establishment contains the articles of association and other information: the identity of the founders, the first members of the board of directors and board of commissioners, and details of the shares subscribed (Article 8). Founders may be represented by another person under a power of attorney.

Name. The name must be preceded by "PT", must not be the same or substantially the same as the name of another PT, must not consist only of the purpose and objectives without a proper name, and must not consist of a string of letters or numbers that does not form a word (Article 16).

Purpose, objectives and business activities. Business activities are described following KBLI (Klasifikasi Baku Lapangan Usaha Indonesia, the Indonesian business classification codes). KBLI 2025 now replaces KBLI 2020; existing licences remain valid, but changes in business activities are aligned with the new codes.

Capital. The amount of authorised capital is decided by the founders (Article 32 UU PT and Article 3 PP 8/2021). At least 25 per cent of the authorised capital must be issued and fully paid up, as shown by valid proof of payment. The proof of payment is submitted electronically no later than 60 days from the date of the deed of establishment (Article 4 PP 8/2021). Certain business sectors have their own minimum capital rules, for example a PT with foreign capital, covered in setting up a PT PMA.

Organs. The board of directors and the board of commissioners each have at least one member. A PT that collects or manages public funds, issues debt instruments to the public, or is a public company must have at least two directors and two commissioners (Articles 92 and 108).

Process for setting up a PT

1. Prepare the data. The founders agree on the name (preferably several alternatives), business activities, authorised and paid-up capital, the shareholding, the composition of the board of directors and board of commissioners, and the address.
2. Name application. The name is submitted electronically through the AHU system before the application for ratification (Article 9(2)). According to the AHU portal, an approved name is valid for 60 days from the date of approval.
3. Signing of the deed of establishment before a notary by the founders or their attorneys.
4. Payment of capital, for example into an account in the PT's name or a joint account of the founders, or by a capital payment statement signed by the directors, founders and commissioners (Article 6 Permenkum 49/2025, Regulation of the Minister of Law).
5. Application for ratification, submitted through the notary electronically no later than 60 days after the deed is signed (Article 10(1) UU PT). If this deadline is missed, the deed of establishment becomes void and the PT, which does not yet have legal entity status, is dissolved by operation of law (Article 10(9)). The ratification decision is issued electronically when the application is accepted (Article 7 Permenkum 49/2025).
6. NPWP, NIB and licences. The PT registers in the OSS system to obtain its NIB. Additional licences depend on the risk level of the business activity under PP 28/2025.

Each application to the AHU system is subject to PNBP (non-tax state revenue) at the rates in force at the Ministry of Law.

Documents to prepare

Individual Indonesian founders

• KTP-el (electronic identity card) and NPWP (tax identification number)
• details of citizenship, occupation and address

Corporate founders

• the deed of establishment and the latest amendment of the articles of association, with the ratification decisions
• approval of the competent organ to take part in setting up the PT, if its articles require it
• identity of the officers representing it

Directors and commissioners

• KTP-el and NPWP; for foreign nationals, passport and the appropriate residence and work permit documents

For the PT being set up (Article 6 Permenkum 49/2025)

• proof of capital payment
• an address statement from the building manager or the competent authority, or an address statement signed by the directors, founders and commissioners
• beneficial owner documents: a power of attorney from the directors to the notary, a statement by the directors naming the beneficial owner, and a letter of consent from the beneficial owner
• a statement of commitment to obtain an NPWP
• for certain business sectors, a recommendation or approval from the relevant technical agency

After the PT is set up

Several obligations apply from the first year:

• the directors keep a register of shareholders and keep the beneficial owner data up to date;
• the annual RUPS (general meeting of shareholders) is held no later than six months after the financial year ends, and since Permenkum 49/2025 the RUPS approval of the annual report is set out in a notarial deed and submitted to the Minister within 30 days. This is explained in RUPS and notarial deeds;
• any change of name, business activities, capital, management or shareholders follows the approval or notification procedure, covered in amending a PT's articles of association.

Frequently asked questions