Coordinate your PT PMA structure, business activity codes, legal establishment and OSS licensing with a clear plan for operations.
Part of Viettonkin's Global Company Registration services
Foreign direct investment accounted for IDR 900.9 trillion, or 46.6 percent, of Indonesia's realised investment in 2025, according to the Ministry of Investment and Downstream Industry/BKPM. The rules for foreign-owned companies have shifted as well: BKPM guidance now cites Government Regulation 28/2025 and a general minimum paid-up capital of IDR 2.5 billion, while businesses align their records with the KBLI 2025 activity classification. Because licensing follows the activity code rather than the company description, the first decision is what the company will actually do, and Viettonkin coordinates it with the PT PMA structure, establishment, OSS registration and licences.
The key decision is whether you need to carry out local commercial operations or maintain a permitted representative presence. A PT PMA is the standard vehicle for commercial operations; a representative office suits liaison and market intelligence work.
A limited liability company for foreign investment, with its business activities and ownership assessed against the applicable KBLI classifications and sector conditions. Shareholders are generally not liable beyond the value of their shares, and the company can operate commercially within its licensed scope. Investment reporting through OSS applies once it is established.
A presence of the foreign parent for permitted liaison, market research and coordination, without its own legal personality. It cannot carry out commercial operations, and the parent remains liable for it. Representative-office categories have different permissions, so the appropriate category must be assessed against the planned work.
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| Criteria | PT PMA | Representative office |
|---|---|---|
| Legal status | Indonesian limited liability company. | Office of the foreign parent, not a separate company. |
| Commercial activity | Yes, within the licensed KBLI scope. | No; permitted activities depend on the office category. |
| Liability | Limited to the value of shares held, subject to statutory exceptions. | The foreign parent remains liable. |
| Capital | General minimum paid-up capital of IDR 2.5 billion, with a separate investment plan. | No share capital. |
| Establishment | Notarial deed, Ministry of Law approval, then OSS registration and NIB. | Registration through OSS for the permitted category. |
| Suited to | Commercial operations, manufacturing, services and export-oriented investment. | Market assessment, procurement liaison and coordination before a PT PMA. |
Legal establishment and OSS business licensing are different milestones. The NIB identifies the business in government systems; it does not replace the deed and legal-entity approval. Because OSS also carries licensing and investment reporting, the data entered at registration is reused in every later permit and report.
We map the actual business activities to the current KBLI classifications at the five-digit level. Foreign ownership eligibility, location requirements and licensing conditions are confirmed for each code before the articles are drafted.
We confirm the shareholders, directors, commissioners and the capital plan. Paid-up share capital is distinguished from the total investment plan and any sector-specific requirements, and each investor's stay permission is considered separately. The agreed structure becomes the basis for the deed.
The company name is reserved through the Ministry of Law's legal entity system, and the establishment deed and articles are prepared in Indonesian with an Indonesian notary. The deed records the company structure, capital and business scope, so foreign shareholders sign in person or through a properly authorised representative.
The notary submits the deed for Ministry of Law approval, and the approval decree establishes the company as a legal entity. We keep the approved records aligned with the later OSS submission, so names, shareholdings and activities match.
We register the company in OSS to obtain the NIB and complete the business permissions required for each activity's risk level, which range from the NIB alone for lower-risk activities to further licences or verified standards for higher-risk ones. Foreign ownership does not itself mean every activity is high risk.
We coordinate bank onboarding, capital documentation, tax and employer requirements, and the investment reporting calendar. Banks commonly ask for the approved deed, the NIB and tax details before opening accounts, so these records are assembled as one package.
BKPM's investment guidance cites Government Regulation 28/2025 and Minister of Investment/Head of BKPM Regulation 5/2025. The general minimum paid-up capital is IDR 2.5 billion; the investment-plan requirement is separate.
The capital subscribed and paid into the company, including the applicable minimum and any sector-specific requirement. It is paid into the company's Indonesian bank account and recorded in the deed. Use of the funds should be documented, because the capital position appears in later investment records.
The planned investment for the business activities and locations, realised over time through assets, premises, salaries and working capital. Under BKPM Regulation 5/2025 it must exceed IDR 10 billion per five-digit KBLI code per project location, excluding land and buildings, with limited exceptions. Adding activity codes or locations for convenience therefore raises the plan the company has to support, so each addition is checked before it is registered.
Capital should be used for documented purposes, such as assets, construction or operating costs supported by invoices. Transfers out that cannot be explained invite questions during later investment reviews, so we set up a simple evidence trail from the first deposit.
Assess the requirements for each proposed visa or stay permission separately from the general company capital minimum. Investor stay permits have their own shareholding criteria for each individual, and discovering this after the shares are allocated can force a change to the shareholding.
The checklist is adapted to the shareholders, authorised signatories, business activities and location. Foreign-language documents need Indonesian translation regardless of how they are authenticated.
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| Document | Purpose |
|---|---|
| Investor establishment and constitutional records | Evidence of the foreign corporate shareholder and its authority to invest, certified for use in Indonesia. |
| Identity records | Passports or applicable identification for shareholders, directors, commissioners and authorised signatories. |
| Resolutions and powers of attorney | Authority to invest, approve the share subscription and execute the establishment documents. |
| Financial statements | Recent financial statements of a corporate investor, showing capacity for the planned investment. |
| Investment and activity plan | KBLI selection, proposed activities, funding, location, schedule and employment plan. |
| Address documentation | Evidence of premises suitable for the activity and accepted by the relevant systems and local authorities. |
| Representative office documents | Where a representative office is chosen instead, the parent's constitutional documents, a letter appointing the chief representative and that person's identification. |
| Authentication and translation | Confirm apostille or legalisation requirements, and arrange the required Indonesian translations of the actual documents. |
Indonesia's framework is more technical than many investors expect. The activity code system, the two capital concepts and the reporting obligations in OSS create several points where underprepared investors meet delays or later violations.
Foreign ownership eligibility is determined at the level of the specific code, not the general business description, and two codes that look related can carry different conditions. An incorrect code in the deed creates a mismatch between the company's operations and its registered scope, which then needs a shareholders' resolution, an amendment to the articles and an OSS update. We confirm codes before the deed is drafted.
BPS stated on 27 April 2026 that KBLI 2025 implementation does not require businesses to obtain new licences. Existing companies should still check the classification mapping and their records in OSS and AHU; a blanket automatic-suspension claim is not an appropriate description of the transition.
The NIB is not a licence for every activity. Regulated activities such as construction, healthcare, finance, telecommunications and food production need sector licences or verified standards before operations start, and starting those operations without them is a compliance breach. We map the permissions for each activity before launch dates are set.
PT PMAs file periodic investment activity reports, known as LKPM, through OSS, covering investment realisation. Late or missing reports can lead to warnings and sanctions that affect the company's licensing. New companies are often unaware of the obligation in their first year, so we put it in the calendar at incorporation.
The registered address has to be accepted by the local authorities and in the OSS process for the activity, and acceptance of serviced or virtual offices depends on local practice and the activity. Investor names, ownership and business descriptions must also match across the deed, approvals and OSS. An address or record mismatch stalls the NIB and every step after it, so we check both before the deed is signed.
The operating checklist turns the company records into usable banking, tax and compliance processes. Each item has an owner before the company starts trading.
We prepare bank due diligence, signatory records and capital-transfer documentation for the company's rupiah and any foreign currency accounts. The bank confirms its own onboarding requirements, which commonly include the approved deed, the NIB and tax registration.
We confirm tax activation and the applicable employer registrations, including BPJS health and employment social security, before the relevant activities begin. Foreign directors, commissioners and employees may also need individual tax registration for payroll withholding.
Each foreign employee needs the applicable work and stay permissions, and the company's foreign workforce approvals must be in place before they start work. We align these with the company's employment plan so hiring dates are realistic.
We complete any sector licences or standards required for the activities before those operations commence, and schedule them as part of the launch plan.
We set the applicable LKPM and corporate reporting calendar, maintain accurate investment records and assign responsibility for changes to company or licensing data. Annual general meetings and shareholder resolutions sit in the same calendar.
The engagements below took place in Vietnam, not Indonesia. They show how Viettonkin coordinates structure, capital procedures and setup for foreign investors; the Indonesian route itself follows the rules set out on this page.
VietnamManufacturing joint venture
Viettonkin advised two investors from China on the legal process for establishing a joint venture company and setting up their factory, including compliance in construction and manufacturing and procedures for charter capital and business expansion. A retainership then covered adjusting the contents of the Investment Registration Certificate and the Business Registration Certificate.
Read the case study
VietnamHealthcare
Viettonkin advised a Singaporean investor setting up a medical firm in Hanoi, including solutions on compliance procedures. The work covered acquiring a local business and the transition of its contracts, human resources, tax and internal processes.
Read the case studyPractical answers for your incorporation planning.
Many activities allow full foreign ownership, while others carry restrictions or conditions. The answer depends on the business activity classification and applicable sector rules.
No. The notarial establishment and Ministry of Law approval establish the legal entity. OSS registration and the NIB form part of the business licensing process.
No. IDR 2.5 billion is the general minimum paid-up capital per company. Separately, BKPM Regulation 5/2025 requires total investment above IDR 10 billion per five-digit KBLI code per project location, excluding land and buildings, with limited exceptions, so the plan is assessed for every activity and location.
No. Risk-based licensing depends on the activity and applicable conditions. The required permissions should be assessed for the business rather than inferred solely from foreign ownership.
BPS stated in April 2026 that implementation does not require businesses to obtain new licences. Companies should check the classification mapping and update relevant records through the applicable process.
No. A representative office cannot carry out commercial operations in Indonesia. Where the business needs to sell or invoice locally, a PT PMA is the vehicle to assess.
Regulatory points checked on 10 September 2026 and market statistics checked on 11 September 2026. Requirements depend on the activity, investor and filing date.
Share your proposed activities, shareholders and investment plan. We will scope the entity and licensing steps for your Indonesia operations.
