Company Establishment Services

MEL 

CONSULTING

HEAD OFFICE

+62 821 1421 2113

info@melconsulting.co

Jl. Raya Tumbak Bayuh

Pererenan, Gg. Pandan Wangi No. 19 Canggu

           Mengwi, Badung 80351

           Bali, Indonesia

08.00 TO 17.00

MONDAY TO FRIDAY

Company Establishment Services

We provide one-stop services to manage all the documents needed for the establishment of your company.


Our services include:

  • Assisting for the certificate of company establishment (PT, PMA, CV, UD)
  • Assisting for SKHUM from DEPKUMHMAM (Surat Keterangan Hukum dari Departemen Hukum dan HAM – Legal Certificate from Law and Human Rights Department)
  • Assisting for NIB (Nomor Induk Berusaha – Working ID Number)
  • Assisting for IMB (Izin Mendirikan Bangunan – Building Construction Permission)
  • Assisting for SKTU (Surat Keterangan Tempat Usaha – Working Site Certificate)
  • Assisting on the other permission related to the company establishment



FAQ about company establishment


PT (Perseroan Terbatas – Limited Liability Company, Ltd.) Establishment


  • How many persons can establish one ?

PT (Perseroan Terbatas – Limited Liability Company) is a Legal Entity which is owned by minimum two owners with the responsibility that only applies to the company without involving personal’s property of the management and shareholders of the company.


  • Does the capital owner need to lead the company ?

In PT, the capital owner (shareholder) does not have to lead the company. They may elect another person to be the Director or Commissioner of the company.


  • What are the necessary documents for PT establishment ?
    • A copy of KTP (Kartu Tanda Penduduk – Citizenship Identity Card), NPWP (Nomor Pokok Wajib Pajak – Taxpayer ID Number) and KK (Kartu Keluarga – Family Identity Card) of the shareholders and management (of minimum two persons)
    • Red background and 3x4 sized photograph of director
    • A copy of PBB (Pajak Bumi dan Bangunan – Property Tax)
    • Contract Statement/Office Rents Statement or business place ownership statement (evidence)
    • Certificate of Domicile of the building management if domiciled in the office building
    • RT/RW (neighborhood administrator) statement (optional, especially for the company that is located in a neighborhood environment); particularly out of Jakarta area the offices area/plaza, or shops, are not located in a neighborhood.
    • Zoning Certificate from suburban administrator
    • Company stamp


  • What are the requirements for PT establishment ?
    1. There are minimum 2 (two) founders (director and commissioner) or more.
    2. Planning for the company’s name (please draft for three different names for the company as suggestions)
    3. Preparing the structure of shareholders (the founders are obligated to get involved in the share)
    4. The establishment certificate needs to be legalized by Ministry of Law and Human Rights.
    5. Determining the value of authorized capital and paid-in capital
    6. Classifying the company’s scale:
      • Small PT: The Paid-in Capital is more than Rp50.000.000,-
      • Medium PT: The Paid-in Capital is more than Rp500.000.000,-
      • Large PT: The Paid-in Capital is more than Rp10.000.000.000,-
    7. The company structure is at least positioning 1 (one) director and 1 (one) commissioner.
    8. The shareholders must be Indonesians or a legal entity which was established based on Indonesian laws.
    9. Bahasa Indonesia version of Notarial Deed


  • What are the steps of PT establishment ?
    1. Name check
    2. Deed drafting
    3. Deed signing
    4. Legalization by Ministry of Law and Human Rights
    5. Submission of Temporary SKDP (Surat Keterangan Domisili Perusahaan – Company Domicile Certificate)
    6. Submission of company NPWP (Nomor Pokok Wajib Pajak – Taxpayer ID Number)
    7. Submission of Extension SKDP (Surat Keterangan Domisili Perusahaan – Company Domicile Certificate)
    8. Registration and Issuing the NIB (Nomor Induk Berusaha – Working ID Number)


  • What is NIB (Nomor Induk Berusaha – Working ID Number) ?

NIB is working ID number which it presents the data of the businessman’s identity that is issued by OSS (Online Single Submission) Institution after they have done the registration.


  • Who are obligated to have the NIB ?

Every businessman or entrepreneur either individual or non individual which they are obligated to register or to have the NIB at OSS Institution as the issuer of Working Permission.


  • Does a company need to have SIUP (Surat Izin Usaha Perdagangan – Business License) and TDP (Tanda Daftar Perusahaan – Certificate of Company Registration) after possessing an NIB?

By possessing an NIB, the businessman or entrepreneur does not have to submit the working permission such as SIUP or TDP because these documents have been referred in an NIB.


  • How to make an SKDP (Surat Keterangan Domisili Perusahaan – Company Domicile Certificate) ?

This certificate is submitted to the local suburban administrator as the confirmation of the company address by the following requirements:

    1. Filling the application form of SKDP proposal
    2. Attaching the company legalities (Deed of Establishment & the statement from Ministry of Law and Human Rights)
    3. Copying the Contract Statement/Office Rents Statement or business place ownership statement (evidence)
      • Reference of the building owner of domiciled in the office building
      • Copying PBB (Pajak Bumi dan Bangunan - Property Tax) of the latest year
      • Copying IMB (Izin Mendirikan Bangunan – Building Construction Permission) certificate
      • Image of the building/room



PMA (Penanaman Modal Asing - Foreign Investment) Establishment


  • What to prepare before establishing a PMA?

Before deciding to establish a PMA, it is necessary for us to understand the business field of a PMA. The business field of a PMA becomes the prior benchmark whether that business field is permitted to be conducted by the PMA or not. It is because there are few business fields which are still exclusive not for PMA, and thus must be conducted by the PT which its shareholder are all Indonesians or Indonesian legal entity. However, if the business field may open for the PMA to work on then we also need to know whether that business field requires a maximum number of percentages of foreign stakeholders. We are able to call this data on DNI (Daftar Negatif Investasi – Negative List of Investment).


  • What are the requirements to propose for Principle Permit of PMA establishment?
    • Proposing for the Principle Permit to start a new business on behalf of PMA establishment can be done through BKPM (Badan Koordinasi Penanaman Modal – Capital Investment Coordinating Board). To obtain a principle permit, then the steps will begin with completing the requirements as well as filling in the application form.
    • Following is the list of identity of the company to establish:
      1. Company name
      2. District/City as the location of the company
      3. Amount of capital needed to launch the business
      4. Names of stakeholders and capital percentages of each of the stakeholders
      5. The structure of Director and Commissioner
    • The applicant needs to fill in the online application form at: https://online-spipise.bkpm.go.id/. After getting the username and password, the applicant can fill in the application by preparing the following documents:
      1. For the Founder/Foreign Stakeholder (Individually a Foreigner or a Foreign Legal Entity):
        • Company’s Article of Association in Bahasa Indonesia or English followed with all its revisions, legalization, or submission, or
        • Copy of the passport of the individual stakeholder
      2. For the Indonesian founder or Indonesian Legal Entity:
        • For PT the applicant needs to complete: the Company’s Article of Association followed with all its revisions, legalization, or submission, and company standard permit: NPWP/NIB/SIUP/TDP of the company.
        • For an Individual Indonesian: KTP and personal NPWP
    • Other supporting documents to complete the requirements are as the following:
      1. Flowchart of production process and raw materials needed for the industry
      2. Description/explanation of the business continuity process
      3. Authentic Letter of Attorney (on behalf of the founder or represented by another person/party)
    • For a special business field that needs additional permission from a specific institution, then the proposal application needs to have the following attachments:
      • Another data completion that is needed by another ministry (if there’s any) and has been confirmed in ‘Technical guidance’s book on investment implementation’.
    • For a few other sectors, for instance mining that needs extraction activity, energy sector, oil palm plantation and fishery affair – these all need Recommendation Letter from the related ministries.
    • The following data are needed for the business sector in terms of cooperation or partnership with the locals:
      1. Cooperation agreement (can be Joint Venture, Joint Operation, MoU, etc.) between small businessman and medium/large businessman who mentions their parties on behalf, the cooperation system, as well as rights and obligations.
      2. Statement Letter by the small company which has fulfilled the criterion of a small company based on the Law No. 9 year 1995/
      3. Note: The above requirements needed to be firstly consulted between BKPM with related institution/ministry.
    • After all the files are completed, the permission can be processed in BKPM. According to the applied rule, when all the documents have been confirmed as completed then the confirmation of agreement from the BKPM can be obtained.
    • The BKPM permission must be followed up with a real execution of activities which needs to be supported by fulfilling the LKPM (Laporan Kegiatan Penanaman Modal – Report on Investment Activities) that is needed to be online submitted every 3 (three) months. After the PMA has been doing the real business continually which has been proved by the LKPM, then 12 months after the permission has been granted, the PMA may apply for the IUT (Izin Usaha Tetap – Permanent Business License). The IUT also applies as what the SIUP in a general PT.
    • Making the Deed of Establishment of a PMA
      After the permission from BKPM has been granted, the establishment of the PMA can be started (remember that the PT’s or company’s name can be used/obtained the approval of the ministry). The copy of the deed will be done maximally 2 (two) weeks after the signing of the deed.
    • The processing of domicile and NPWP is on behalf of the PT, while the NPWP for the PMA must be specialized for the PMA.
    • Bank account opening is on behalf of the company and depositing the capital stock in cash to the account of the company. Proof of the deposit can be handed to the notary as to complete the legalization proposal on the Indonesian Ministry of Justice.
    • Proposing the approval/legalization of the Article of Association to the Ministry of Law and Human Rights.
    • After the approval/legalization has been granted by the Ministry of Justice, the applicant can apply for NIB.
    • After all these are done, the applicant will wait for the Official Gazette which takes about more than 3 (three) months.
    • After all, the next step is regarding the type of business.
    • If it is an industry, then the applicant needs to have location permission, nuisance permit (HO), and Industrial Business Permit.
    • Because the company will import the factory machinery as a PMA, then there is a subsidy or tax relief of the duty on this import.
    • However, the PT needs to have the permission in BKPM, which are: Master list and APIS (Angka Pengenal Impor Sementara – Temporary Import Identification Number)
      • After that, when the machinery is arriving, the company’s employee needs to have duty-free letter which can be obtained at KPP (Kantor Pelayanan Pajak – Tax Office) for PMA called as SKB PPN (Surat Keterangan Bebas Pajak Pertambahan Nilai – Value-Added Tax Free Certificate) and is followed by permission from the Customs in a form of SRP (Surat Registrasi Produsen – Manufacturer Registration Letter) or SRI (Surat Registrasi Importir – Importer Registration Letter). Also in the sea port, the PMA needs to have PIB (Pemberitahuan Impor Barang – Notification of Import of Goods).
      • In general, after the PMA’s Article of Association has been approved by the Ministry, then the PMA can begin to proceed another permit that is related to their business mentioned in the BKPM, such as:
        1. Customs duty facilities for the machinery
        2. Import tax facility
        3. Recommendation for tax relief facility on SKB PPH (Surat Keterangan Bebas Pajak Penghasilan – Income Tax Free Certificate)
        4. API – P (Angka Pengenal Impor Produsen – Manufacturer Import Identification Number)
        5. API – U (Angka Pengenal Impor Umum – General Import Identification Number)
        6. RPTKA (Rencana Penggunaan Tenaga Kerja Asing – Expatriate Placement Plan)
        7. Visa Recommendation, Visa to work (TA.01)
        8. IMTA (Izin Mempekerjakan Tenaga Kerja Asing – Work Permit)

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