13 February 2020 (closed)
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In Indonesia a foreign investment limited liability company (PT PMA) and/or local investment limited liability company (PT) must obtain a Minister’s Decree regarding the legalization of the legal entity status of the company, based on article 7 (4) of law number 40 of 2007 (Company Law). In order to obtain such Minister’s Decree, the founders must submit an application to the Minister of Law and Human Rights (Minister). The exact requirements for submitting such legalization application are stated in article 9 (1) Company Law and Minister regulation number 4 of 2014 (Minister Regulation).
Application of Legalization Legal Entity Status Limited Liability Company
Based on article 10 (1) Company Law and article 11 (2) Minister Regulation, in order to obtain a Minister Decree regarding the legalization of the legal entity status of the company, the founders must submit together an application to the Minister within a maximum period of 60 days as of the date of signing of the deed of establishment. Such application shall be submitted through the Legal Entity Administration System (Sistem Administrasi Badan Hukum), which is organized by the Directorate General of General Legal Administration.
Requirements for Application of Legalization Legal Entity Status Limited Liability Company
Article 9 of the Company Law and section 3 of the Minister Regulation state the following application requirements which need to be fulfilled by the founders in order to obtain a Minister’s Decree regarding the legalization of the legal entity status of the company:
1. The application for legalization of the legal entity status of the company must be preceded by submission of the Company name to the Ministry.
2. The founders must pay fee for the application for legalization of the legal entity status of the Company, which is set by Minister regulation number 45 of 2014 at IDR 1,000,000 per application.
3. Completion and submission of the an electronic statement letter attached with the following documents/information:
a. the term of the company’s establishment;
b. the company’s purposes and objectives;
c. Minutes of the deed of establishment of the company (or its amendments);
d. the amount of authorized capital, issued capital, and paid-up capital;
e. Proof of payment of company’s capital;
f. Photocopy of the domicile certificate, containing the full address of the company from the related authority, or the original statement letter regarding the full address of the company, signed by all members of the board of directors and the board of commissioners and all the founders of the company;
g. A statement letter from the founders to obtain, or photocopy of, a decision, approval, or recommendation of the technical institution for companies in certain sectors.
Issuance of Minister’s Decree regarding the Legalization of the Legal Entity Status
In the event the company submitted the application in accordance the requirements, the Minister will directly express, electronically, no objections to the request for legalization of the legal entity status of the company. If the documents are not submitted in accordance with the requirements, the Minister shall immediately express, electronically, its rejection.
Not later than 30 days after the statement of no objections by the Minister, the founders must submit hard copies of the statement letter and its attachments, as stated in point 3 above, to Minister. The Minister will electronically issue its Decree regarding the legalization of the legal entity status within 14 days after the founders submitted the aforementioned hard copies to the Minister.
This column is provided by PNB Law Firm