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6 July 2020 (closed)
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The establishment of distributor/agent can be conducted after appointment by the principal producer or supplier. Both distributor and agent are Indonesian trading companies. The distributor is acting for and on behalf of its own name based on an agreement with the principal to purchase, store, sale and market the owned/controlled goods and/or services. An agent is engaged in the marketing on behalf of the principal without doing the physical transfer of goods and/or services that are owned/controlled by the principal.
Establishment of Distributor/Agent in Indonesia
The establishment of Distributor/Agent company by a national trading company is conducted in two phases:
1. The national trading company needs to enter into an agreement with a local or foreign principal supplier or producer, a foreign investment company (PT PMA) or a foreign trade representative office (the appointment by principal, as discussed in our previous column).
2. After the appointment by principal is completed, the national trading company must register itself at the Minister of Trade (Minister) in order to obtain a certificate of registration (Surat Tanda Pendaftaran [STP]).
Registration of Distributor/Agent in Indonesia
The following documents need to be submitted to the Director of Business Development and Company Registration for the establishment of a Distributor/Agent that is active in the trade of goods and/or services which are produced outside Indonesia by the principal producer:
1. Agreement between the principal producer which has been legalized by a Notary Public. If the agreement is made with the principal supplier, such supplier is obliged to show the principal authority of the principal producer;
2. The original certificate from the Trade Attaché of the Republic of Indonesia or from officials of the Indonesian Representative Office in the principal country;
3. Copy of Trading Business License (SIUP);
4. Copy of valid Company Registration (TDP);
5. Copy of valid General Import Identification Number (API-U) (specifically for distributors);
6. Copy of the deed of establishment and its Amendment, which are approved by the authorized body;
7. Copy of legal entity status of the company from the Ministry of Law and Human Rights (specifically for limited liability companies);
8. Statement letter that states that do not control or storage the goods for which are mediated (specifically for agents);
9. Original leaflets/brochures/catalogs from the principal for the type of goods and/or services which are mediated;
10. Copy of a valid license or registration letter from the technical institutions for certain types of goods (e.g. medicines, food, lubricant oil, pesticides and others);
11. Copy of Permanent Business License (IUT)/Approval Letter from BKPM if the agreement is entered into by Foreign Investment Company (PMA) which is engaged in the field of distributor/wholesaler;
12. Copy of Business License Foreign Trade Representative Office (SIUP3A) if the agreement is entered into by the Foreign Trade Representative Office.
In case the goods and/or services are produced inside Indonesia slightly different registration requirements apply for the establishment of Distributor/Agent.
After all requirements for establishment of Distributor/Agent have been fulfilled by the trading company, the SPT will be issued by the Minister not later than five days after submission of the complete application requirements. An SPT shall be valid for a period of maximum two years.
This column is provided by PNB Law Firm