Setting up a company in Indonesia as a foreigner requires establishing a limited liability company with foreign ownership, known as a PT PMA (Perseroan Terbatas Penanaman Modal Asing).
It requires a minimum total investment of IDR 10 billion (excluding the value of land and buildings) and a minimum paid-up capital of IDR 2.5 billion.
Key steps include securing a business visa, reserving a company name, obtaining a Tax ID (NPWP), and registering for a Business Identification Number (NIB) via the Online Single Submission (OSS) system.
PT PMA
PT PMA stands for Foreign Direct Investment Company in Indonesia. It is the legal entity used by foreign individuals or foreign companies to conduct business activities in Indonesia.
Foreign investment can take different forms:
- Establishing a new company or factory in Indonesia
- Purchasing shares in an existing Indonesian company
- Forming a joint venture with Indonesian partners
- Acquiring shares through lawful mechanisms under Indonesian regulations
Who Can Establish a PT PMA?
Not every foreign individual can automatically invest in Indonesia. To qualify as a foreign investor and establish a PT PMA, you must meet several legal requirements:
1. Business Sector Must Be Listed in KBLI
Your business activity must be registered under the latest KBLI (Indonesian Standard Industrial Classification). The KBLI code determines:
- Whether the business is open to foreign investment
- Whether there are ownership limits
- Whether partnership requirements apply
2. Minimum Two Shareholders
A PT PMA must have at least two shareholders, which can be:
- Individuals
- Legal entities (companies)
These shareholders can be fully foreign-owned, partially foreign-owned, or joint ventures with Indonesian partners, depending on the sector rules.
3. Minimum Investment Requirement
The standard requirement is:
- Minimum total investment: IDR 10 billion (excluding land and buildings)
- Applied per 5-digit KBLI code and per project location
This amount refers to the investment plan, not only the paid-up capital.
4. Minimum Paid-Up Capital
IDR 2.5 billion is commonly required as minimum paid-up capital.
The capital must be deposited into an Indonesian bank account under the company’s name.
Read more: Capital Requirements for PT PMA in Indonesia
5. Large-Scale Business Only
Foreign investors are only allowed to operate large-scale businesses. PT PMA companies cannot operate in micro, small, or medium enterprise (MSME/UMKM) categories unless specific partnership arrangements apply.
Determining Whether Your Business Is Open to Foreign Investment
Indonesia regulates foreign ownership through the Positive Investment List, issued under Presidential Regulation No. 10 of 2021 concerning Investment Business Fields as amended by Presidential Regulation No. 49 of 2021
The Positive Investment List determines:
- Which sectors are fully open to foreign ownership
- Which sectors have ownership limits
- Which sectors require partnerships with cooperatives or MSMEs
- Which sectors are closed
Before proceeding, it is crucial to check your KBLI code against the Positive Investment List.
Business Sectors Closed to Foreign Investment
Under the Law Number 6 of 2023 concerning the Stipulation of Government Regulation in Lieu of Law Number 2 of 2022 concerning Job Creation into Law and related regulations, certain sectors are fully closed to PT PMA, including:
- Cultivation and industry of Category I narcotics
- All forms of gambling and casinos
- Capture of fish species listed under Appendix I of CITES
- Extraction and use of coral for building materials, souvenirs, or aquariums
- Chemical weapons manufacturing
- Ozone-depleting chemical industries
- Alcoholic beverage manufacturing (KBLI 11010, 11020, 11031)
These sectors cannot be operated by foreign investors.
Read more: Limitation for Foreign Investors in Indonesia
Business Sectors Open with Conditions
Some sectors are open but subject to restrictions, such as:
- Foreign ownership caps
- Mandatory partnership with Indonesian MSMEs or cooperatives
For example, rental activities without an operator for land transportation (KBLI 77311) require partnership with cooperatives or MSMEs.
However, ownership limitations may not apply if:
- The investor received approval before Presidential Regulation 10/2021 was enacted
- The investor benefits from special rights under a bilateral agreement between Indonesia and the investor’s home country
- The newer regulation provides more favorable treatment
Investment Exceptions for Special Economic Zones (SEZ / KEK)
The IDR 10 billion minimum investment requirement does not fully apply to:
- Technology-based startup businesses
- Operating inside Special Economic Zones/Kawasan Ekonomi Khusus (KEK)
In these cases, the investment value may be equal to or less than IDR 10 billion (excluding land and buildings), depending on specific regulatory provisions.
Additional Key Requirements
Legal Entity Requirement
Foreign investors must establish a Limited Liability Company (PT PMA) through:
- Share subscription during company incorporation
- Acquisition of shares in an existing company
- Other lawful mechanisms under Indonesian law
Legal Address
A registered business address is mandatory. Certain sectors cannot use virtual offices and must comply with local zoning regulations.
Documentation Required
You will need:
- Deed of Incorporation
- Articles of Association
- Valid passport(s) of shareholders and directors
- Investment plan details
- Company structure information
NIB (Business Identification Number)
After incorporation, the company must obtain a NIB (Nomor Induk Berusaha) through the OSS system. The NIB functions as:
- Company registration number
- Importer identification number
- Customs access license
Depending on your business sector, additional operational licenses or standard certificates may be required.
Read more: Important Information Contained in an NIB for a PT PMA in Indonesia
Presentation to BKPM
Under the current OSS system, a formal presentation to Badan Koordinasi Penanaman Modal (BKPM) is not a standard requirement when establishing a PT PMA.
Company registration and licensing are now processed through the OSS risk-based system.
However, for certain strategic or highly regulated sectors, authorities may request supporting documents such as:
- Investment plan
- Business plan
- Capital structure details
- Sector-specific permits
This is usually a document submission only, not an in-person presentation. Most PT PMA establishments do not require additional review beyond the OSS process.
Important Considerations Before Establishing a PT PMA
Before proceeding, foreign investors should carefully evaluate:
- The correct KBLI classification
- Foreign ownership limits under the Positive Investment List
- Capital and investment structure
- Zoning and office requirements
- Sector-specific licensing
- Compliance obligations after incorporation
Proper structuring from the beginning is essential to avoid regulatory issues later.
How to Register a Company in Indonesia
A. Pre-Registration Requirements
Before incorporation, several essential elements must be prepared.
1. Company Name Reservation
The Ministry of Law and Human Rights requires:
- A company name consisting of at least three distinct words
- The name must be reserved through the Directorate General of Legal Administration (AHU)
- Availability is verified through the Legal Entity Information System to prevent duplication
Naming Rules
- PT PMA companies may use English or other foreign languages
- The name must reflect the company’s business objectives
- Meaningless letter-number combinations are not allowed
- Names cannot conflict with public morality
- Names cannot resemble government institutions
- Names cannot mislead the public or duplicate existing entities
Approval of the company name is mandatory before moving to incorporation.
2. Company Officers
A limited liability company (PT) in Indonesia must have:
- Minimum two shareholders
- At least one Director
- At least one Commissioner
For PT PMA:
Shareholders, Directors, and Commissioners may be foreign nationals, subject to capital and licensing requirements.
If a company does not have eligible Indonesian-resident officers, professional service providers may be appointed in accordance with Indonesian regulations.
While not legally mandatory, many companies appoint a Company Secretary to strengthen governance, ensure regulatory compliance, and manage daily administration.
3. Shareholding, Capital, and Investment Structure
Shareholding Structure
Before incorporation, shareholders must determine:
- Share composition
- Percentage ownership
- Capital contribution of each shareholder
Certain sectors may be:
- Fully open to foreign investment
- Closed to foreign investment
- Subject to foreign ownership limits under the Positive Investment List
Some sectors require local Indonesian participation or impose maximum foreign ownership percentages.
Capital Contribution (PT PMA)
For foreign-owned companies:
- Minimum issued or paid-up capital: IDR 2,500,000,000
- The authorized capital is determined by the founders of the PT PMA, but it must reflect the total planned investment value of the company.
- The issued and paid-up capital must not be reduced or withdrawn for 12 months
- A self-declaration confirming this commitment is required
Total Investment Requirement (PT PMA)
As a general rule:
- Minimum total investment must exceed IDR 10,000,000,000
- Applied per 5-digit KBLI code
- Applied per project location
- Excluding land and buildings
This reflects the requirement that PT PMA must operate as a large-scale enterprise.
B. Company Incorporation
After completing pre-registration requirements, the formal incorporation process begins.
1. Drafting the Articles of Association
The Articles of Association must be prepared before a notary and include:
- Authorized, issued, and paid-up capital
- Company name and registered address
- Business objectives and activities
- Share structure (number, classes, and rights)
- Board composition and appointment/removal procedures
- Procedures for holding general meetings of shareholders
- Profit distribution and dividend mechanisms
- Employment provisions, including the company’s policy regarding the use of foreign workers (if applicable)
- Note: If needed, the Articles of Association may be translated into English. However, the version submitted to the Ministry of Law and Human Rights must be the Indonesian-language Articles of Association and Deed of Establishment issued by the notary. Any translation must be legalized by the notary and prepared using a sworn translator.
All shareholders must sign the Articles. Any amendment to the Articles of Association may be made if there are changes to its contents, and such amendments must be executed before a notary in the form of a notarial deed.
The document is then executed as a notarial deed and submitted to the Ministry of Law for approval.
Once approved, the Ministry issues a decree confirming the company’s legal entity status.
The Deed of Establishment includes:
- Founder details
- Shareholder information
- Board of Directors
- Board of Commissioners
- The Articles of Association, which form an integral part of the Deed
2. Taxpayer Identification Number (NPWP)
After incorporation, the company must obtain a Taxpayer Identification Number (NPWP).
The NPWP is required to:
- Open a corporate bank account
- Apply for additional licenses
- Fulfill tax obligations
Registration can be completed:
Online
- Create an account on the Directorate General of Taxes website
- Verify email
- Submit the e-registration form
- Upload required documents
Documents may also be mailed within 14 working days of online registration.
The tax office will:
- Issue an electronic receipt
- Send the taxpayer card and tax registration certificate by mail one day after issuance
Walk-in Registration
Applicants may visit the local tax office to:
- Complete the registration form
- Submit documents in person
- Receive a receipt
- Obtain the NPWP card and certificate via mail
C. Post-Registration Obligations
Once incorporated, ongoing compliance obligations must be maintained.
1. Business Identification Number (NIB)
The NIB is issued through Indonesia’s Online Single Submission (OSS) system.
The NIB functions as:
- Main business registration number
- Importer identification
- Replacement for older licenses (TDP, domicile certificate, etc.)
- Used for tax, customs, and social security registration
The NIB must remain active. It may be suspended or revoked if:
- The company violates regulations
- License conditions are breached
Any changes in:
- Shareholders
- Business activities
- Address
- Directors or Commissioners
must be updated in OSS to maintain compliance.
2. Tax Compliance (NPWP & VAT / PPN)
All companies must:
- Maintain an active NPWP
- Register for VAT (PPN) if applicable
Tax obligations include:
- Corporate income tax (PPh Badan)
- VAT reporting
- Withholding taxes
Timely filing and payment are essential to avoid penalties and maintain operational licenses.
3. Social Security Registration (BPJS)
Companies must register employees with:
- BPJS Kesehatan (Health Insurance)
- BPJS Ketenagakerjaan (Employment Insurance)
Monthly contributions are mandatory and demonstrate compliance with Indonesian labor regulations.
4. Business Licenses and Sectoral Permits
Depending on the industry, additional permits may be required, such as:
- Operational licenses
- Commercial licenses
- Sector-specific permits
Many of these are integrated into the OSS system and linked to the NIB.
Operating without required permits can result in suspension or revocation of business licenses.
5. Reporting Obligations
Companies must:
- Prepare annual financial statements
- Obtain approval from the General Meeting of Shareholders
Certain companies may require:
- External audits
- Public disclosure (depending on sector regulations)
PT PMA and qualifying PT PMDN companies must submit Investment Activity Reports (LKPM) to the Ministry of Investment / BKPM, in accordance with their business classification and licensing terms.
6. Company Seal and Letterhead
Some regions require:
- Registration of the official company seal
- Compliance of official letterhead with regulatory standards
These elements support formal legal communication.
7. Amendments and Updates
Changes to:
- Shareholders
- Directors
- Commissioners
- Registered address
- Business activities
must be reported and updated through OSS, and any changes to the Articles of Association (AD/ART) may be made through a notarial deed in accordance with applicable regulations.
Failure to update company information may result in:
- Administrative penalties
- License suspension
- Revocation of NIB
8. Industry-Specific Compliance
Certain sectors require additional approvals, including:
- Environmental permits (AMDAL / UKL-UPL)
- Safety certifications
- Technical approvals
- Other regulatory licenses
Companies must maintain ongoing compliance to operate legally.
How BaliEasy Assists Foreign Investors
Establishing a PT PMA in Indonesia requires careful planning, regulatory understanding, and accurate documentation. BaliEasy provides structured assistance to ensure your company is formed in full compliance with current Indonesian regulations.
Our services include:
- PT PMA establishment
- KBLI selection and Positive Investment List verification
- Capital and investment structure guidance
- OSS registration and NIB issuance
- Licensing compliance support
- Investor KITAS assistance for foreign shareholders and directors who need legal stay and work permits in Indonesia
BaliEasy provides 24/7 human customer support, so you are always assisted by a real team, not automated responses. We operate with transparent pricing and no hidden fees, ensuring clarity from the beginning of your investment process.
We help ensure your investment is legally structured from the start, minimizing delays and regulatory risks.
If you are planning to establish a PT PMA in Indonesia, understanding these requirements is the first and most important step.

