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Before a company name of a limited liability company in Indonesia - both foreign investment (PT PMA) and local investment (PT) - can be utilized, the founders must obtain an approval of the Indonesian Minister of Law and Human Rights (Minister). Without an approved company name the founders are unable to complete the establishment process of their company. The use of a company name in Indonesia is subject to certain restrictions which are regulated in Indonesian Law number 40 of 2007 (Company Law) and its implement regulations.
In this column we will discuss the application procedure of and the restrictions to a company name in Indonesia.
Application Company Name for PT PMA and PT in Indonesia
Article 4 of the Minister regulation number 4 of 2014 regarding the Application Procedures for Approval of Ratification of a Legal Entity and Amendment of Articles of Association and Submission of Notice of Amendment of Articles of Association and Change of Limited Liability Company Data (Minister Regulation) requires that the application for the use of the company name shall be submitted by the founders of the company to the Minister through the legal entity information system (Sistem Administrasi Badan Hukum) which is set up by the Directorate General of General Legal Administration. The founders of the company can only apply after fulfillment of the following requirements:
1. Proof of payment of application fee for the use of the name company name. Government Regulation number 45 of 2014 regarding the Rates and Types of Non Tax Revenue Applicable on the Ministry of Law and Human Rights has set such fee on IDR 200,000 per application. Such payment is subject to the following restrictions:
a. The fee is applicable to one company name for which the founders request approval;
b. The validity period of the paid fee is 60 days as of the paid date;
c. The paid fee cannot be reimbursed by the founders.
2. Statement about which name the founders wish to use for the company.
Requirements Company Name for PT PMA and PT in Indonesia
Article 5 of Government Regulation number 43 of 2011 regarding the Filing Procedures and Use of a Limited Liability Company Name regulates that the proposed company name must meet the following requirements in order to be accepted by the Minister:
1. It must be written in roman letters;
2. It is not the same or substantially the same with a company name which is lawfully used by another company;
3. It is not contrary to public order and/or morality;
4. It is not the same or similar to the name of the state bodies, government bodies, or international bodies, unless it obtained permission from such bodies;
5. It does not consist out of numbers or series of numbers, letters or series of letters that do not form a word;
6. It does not have a meaning as company, legal entity, or civil partnership (e.g. Ltd., Gmbh, SDN, Sdn, Bhd, PTE, Co., Inc., NV, or BV);
7. It is not only using the intent and purpose and business activities as the full name of the company; and
8. In case the company uses the intent and purpose and business activities as part of the company name, it should be in accordance with the actual intend and purpose and business activities of the company.
After acceptance of the company name, the limited liability company is required to use of the company name which is preceded by the phrase "Perseroan Terbatas" or the abbreviation "PT".
Approval of Company Name for Indonesian Limited Liability Company (PT PMA and PT)
After having reviewed the company name, the Minister may either approve or reject the company name submitted by the founders. Such approval or rejection shall be submitted electronically to the founders, not later than three working days after receipt of the complete submission.
Within 60 days as of approval date, the approved company name must be stated in the deed of incorporation of the company (which includes the articles of association) or else the approval of the Minister will be revoked.
This column is provided by PNB Law Firm