Company incorporation documents in Indonesia

Investing in the potential Indonesian market by setting up a company requires careful preparation, especially in terms of legal documents. A complete, accurate and compliant dossier not only helps the registration process go smoothly but also shows the professionalism and prestige of the business in the eyes of partners and management agencies. Viet An Law will guide you through the steps to prepare a company establishment dossier in Indonesia. Hopefully, with the information provided, clients will be more confident in preparing documents and ready for the next steps on the business path in Indonesia.

Prepare information to prepare company incorporation documents in Indonesia

Information about company name

According to the Indonesian Code of Law and Human Rights, the company name must include a minimum of three distinct words. To ensure the uniqueness of the name, you need to carry out the procedures for registering to keep the name at the General Department of Legal Administrative Management. The Entity Information System will conduct verification to ensure that the name you choose has not been used by any other company.

In terms of language, foreign-invested companies (PT PMAs) are allowed to use names in English or other languages. However, domestic companies are only allowed to use Indonesian.

In addition, the company name needs to comply with the following requirements:

• Meaningless combinations of letters and numbers, such as “X123 ABC”, must not be used. The name needs to have a clear meaning.
• Do not use words that are contrary to morality, fine customs or offensive.
• It must not be duplicated or confusing with the names of registered government agencies, organizations, or companies.
• The company name needs to accurately reflect or relate to the field of business activities, avoiding misunderstanding.

Information about company personnel

As a rule, a company in Indonesia needs to have a minimum of two shareholders, a director and a commissioner.

For wholly Indonesian-owned companies, all stakeholders (shareholders, directors, and board members) are required to be Indonesian citizens. In contrast, foreign-invested companies (PT PMAs) are allowed to have foreign stakeholders.

In the event that an Indonesian-owned company fails to find a local shareholder, director, or board member, it is permissible by law to hire individuals or organizations that provide legal representation services in Indonesia to fill these positions. This helps companies comply with HR regulations while still being able to operate effectively.

Although not required, the appointment of a company secretary is encouraged to apply. The company secretary plays an important role in ensuring that corporate governance activities take place transparently, effectively and comply with legal regulations. They are often responsible for administrative and legal matters, case management, and ensuring compliance with the company’s internal rules.

Company incorporation documents in Indonesia

Company Charter

After the company name has been determined, the next step is to draft the company’s charter. This process requires the participation of a notary. The company’s charter is an important legal document, regulating basic issues about the organization and operation of the company. The main contents of the charter include:

• Capital: Specify the amount of charter capital (registered capital), issued capital (capital committed by shareholders) and contributed capital (actual capital contributed to the company).
• Company Information: The full name and address of the company’s headquarters.
• Business objectives and activities: Describe in detail the business areas in which the company is allowed to operate.
• Capital details: A more detailed analysis of the capital structure, such as the number of shares, the par value of shares (if any).
• Organization and management: Regulations on the organizational structure of the company, including titles, number of members, appointment and dismissal process, and powers of the Board of Directors and Board of Commissioners.
• Shareholders’ meetings: Regulations on the method, time and place of holding shareholders’ meetings, as well as issues related to shareholders’ voting rights.
• Profit distribution: Regulations on how profits are used and distributed, including the payment of dividends to shareholders.
• Operating period: Determine the operating time of the company.
• Shares: Details of the number of shares, the classification of shares (if any, for example, preference shares, ordinary shares), interests associated with each type of shares, and the par value of each share.

After the charter is drafted and agreed, all shareholders must sign this document. The signed charter will be submitted to the Ministry of Law and Human Rights for approval.

Certificate of Address of Head Office (Surat keterangan domisili Perusahaan – SKDP)

For companies headquartered outside of the Jakarta area, it is mandatory to apply for a Certificate of Head Office Address (Surat Keterangan Domisili Perusahaan, often abbreviated as SKDP). This is a document issued by the local government, confirming the address of the company’s official headquarters. This process is carried out after the company has received a Certificate of Establishment (Deed of Establishment).

An application for SKDP includes the following list of documents:

• A notarized copy of the Certificate of Establishment (Deed of Establishment).
• A copy of the Director’s identity card.
• A copy of the Director’s Passport (if a foreigner).
• A copy of the office lease contract or the business location lease contract.
• Letter of recommendation from the Head of the Neighborhood (RT/RW) if the office is located in a residential area.
• Confirmation/Letter of Introduction from the building owner or landlord (if renting an office in a building or private home).
• A copy of the landlord’s latest land/house tax payment receipt (if any).
• Portrait photo of the Director (usually red background, size according to the requirements of each locality).
• Photos of the office, clearly showing the company sign at the entrance and the working space inside.
• A copy of the written approval from the Code of Law and Human Rights on the establishment of the company.

Registration of Tax Identification Number (NPWP)

To operate legally in Indonesia, businesses need to register for a Tax Identification Number (NPWP – Nomor Pokok Pajak Pajak). NPWP is a prerequisite for applying for other business licenses, fulfilling tax obligations, and opening a corporate bank account. There are two forms of NPWP registration: online and in person at the tax office.

• Register online: This is a convenient and recommended method. The registration process is carried out via the website of the General Department of Taxation (Direktorat Jenderal Pajak). The specific steps are as follows:
  • Create an account: Go to the General Department of Taxation website and create an account with an email address. You will receive a verification email to activate your account.
  • Fill in the information: After activating the account, log in and fill out the online registration form.
  • Filing: Required documents can be uploaded directly through the system or mailed to the local tax office. Note, if sent by post, the application must be received within 14 working days from the date of online registration.
  • Receive results: Once the application is approved, the tax office will send an electronic receipt. The NPWP card and Tax Registration Certificate will be mailed within one working day after the receipt is issued.
• Register directly at the tax office: This is a traditional method, suitable for people who are not used to using the internet or have difficulty registering online.
  • To the tax office: Go to the nearest local tax service office (Kantor Perkhidmatan Pajak – KPP).
  • Fill in the information and submit the dossier: Fill out the registration form and attach the necessary documents to the tax officer.
  • Get the results: Once the application is received and checked, you will receive a receipt. The NPWP card and Tax Registration Certificate will be mailed within one working day after the receipt is issued.

Customers who need support in preparing company establishment documents in Indonesia, please contact Viet An Law for the fastest support!