Establish your company in Indonesia with the right legal and investment structure from the beginning. Sea Digitalis assists local and foreign investors with business activity and KBLI analysis, shareholding and capital structure, Deed of Establishment, legal entity approval, NIB, and OSS business licensing.
To establish a company in Indonesia, investors generally need to determine the appropriate company structure, identify the correct KBLI business classifications, prepare the shareholders, capital and management structure, execute the Deed of Establishment, obtain legal entity approval, and register the company's business activities through the OSS system. Foreign investment requires additional analysis of PT PMA rules, foreign ownership, investment value and applicable sectoral requirements.
The appropriate structure depends primarily on the investors and the source of investment. A company involving foreign investment will generally need to be structured as a PT PMA, while domestic investment may use a PT PMDN structure.
A domestic investment company structure for investment originating from Indonesian investors.
The Indonesian limited liability company structure used when foreign investment is involved, either wholly foreign or together with Indonesian investors.
| Aspect | PT PMDN | PT PMA |
|---|---|---|
| Investment | Domestic investment | Includes foreign investment |
| Foreign Ownership | No foreign investment structure | May be permitted subject to the relevant business field |
| KBLI | Based on actual business activities | Also requires review against foreign investment requirements |
| Investment Scale | Depends on business scale and activity | Subject to applicable PT PMA investment requirements |
| OSS Licensing | Risk-based business licensing | Risk-based licensing plus applicable investment requirements |
Tell us who the investors are and what business activities you plan to conduct. We can help identify the structure that should be reviewed before incorporation.
The company structure should reflect who is investing, how the shares will be held, the business activities involved, and how the company will operate after incorporation.
A domestic company structure may be appropriate where the investment is entirely domestic.
Foreign investment generally requires a PT PMA structure and a review of foreign ownership eligibility.
Indonesian and foreign shareholders can invest together, subject to the applicable ownership rules for the business.
A foreign company may participate as a shareholder, subject to the appropriate Indonesian investment structure and supporting corporate documents.
Company incorporation should not begin with the company name alone. The business activities, KBLI classifications, foreign ownership, shareholders, investment structure, business location and licensing requirements should be reviewed before the Deed of Establishment is finalized.
Explore the KBLI 2025 Database →Identify the products, services, commercial activities and business model the company will actually conduct.
Select the relevant KBLI based on the actual scope of business rather than relying only on the title of a classification.
For a PT PMA, determine whether the intended business activity is open to foreign investment and whether ownership limitations or special requirements apply.
Determine the shareholders, share percentages, nominal share value and intended control structure.
Company capital and investment value are different concepts and should be structured according to the intended business activities.
Company address, project location, KBLI risk level, spatial requirements and sectoral licensing may affect the OSS process.
The required documents depend on the shareholders, citizenship, whether an investor is an individual or corporate entity, and the proposed company structure.
General information and documents for a domestic investment structure.
General documents for a company structure involving foreign investment.
For a PT PMA, company capital and investment value are not the same thing. Company capital relates to the company's shareholding structure, while investment value relates to the planned investment required to conduct the business activities.
Company capital concerns the authorized capital, issued capital, paid-up capital, nominal share value, and ownership of the shareholders.
Under the generally applicable investment framework, the minimum issued and paid-up capital of a PT PMA is in principle IDR 2.5 billion per company, unless otherwise provided by applicable laws or sector-specific regulations.
Investment value represents the planned investment for conducting the company's business activities. A PT PMA is generally classified as a large-scale business and, as a general rule, is subject to an investment value exceeding IDR 10 billion, with the applicable calculation depending on the business activity and relevant investment rules.
These figures represent different concepts. Capital structure should therefore be reviewed together with the company's KBLI and investment plan.
Our company establishment service is designed to connect the incorporation structure with the company's intended business activities and licensing requirements.
Initial review of investors, shareholders, management, business activities and the proposed company structure.
Identification of business classifications based on the company's intended activities and licensing implications.
Structuring shareholders, ownership percentages, nominal share values and company capital.
Coordination of the Deed of Establishment and Articles of Association through an Indonesian Notary.
Administrative process for obtaining the company's legal entity status.
Registration of business activities through OSS, including NIB and identification of further licensing requirements within the agreed scope.
Setting up a company should begin with the investment and business structure before moving to the incorporation documents and OSS licensing process.
Review the investors, business activities, location and business model.
Identify the appropriate business classifications and licensing implications.
Determine shareholders, capital, Director and Commissioner.
Collect and review the required incorporation documents.
Prepare and execute the incorporation documents through a Notary.
Process the company's legal entity approval.
Register the business activities and process the NIB through OSS.
Identify Standard Certificates, licenses or PB-UMKU where applicable.
The timeline varies between companies. It may be affected by document completeness, shareholder structure, foreign corporate shareholders, company name approval, KBLI selection, execution of incorporation documents, government systems, and any additional business licenses required for the intended activities.
The professional fee depends on the investor structure, complexity of the documents, business activities, company structure and licensing requirements included in the scope.
The KBLI should correspond to the actual scope of the company's business activities.
A PT PMA should review foreign ownership eligibility and applicable investment requirements.
They are different concepts and may affect different parts of the investment structure.
Some business activities still require Standard Certificates, licenses or PB-UMKU.
Location can affect spatial requirements, basic requirements and business licensing.
Companies may continue to have licensing, investment reporting and corporate compliance obligations.
Company incorporation and foreign investment in Indonesia involve corporate law, investment regulations, risk-based business licensing rules and, where applicable, sector-specific regulations.
Provides the general legal framework for limited liability companies, shares, capital, corporate organs and corporate actions.
Regulates administrative procedures relating to the establishment, amendment and dissolution of limited liability companies.
Provides the framework for Indonesia's Risk-Based Business Licensing system.
Relevant to investment implementation, OSS and risk-based business licensing.
Regulates investment business fields and certain investment requirements.
Certain business activities may require additional standards, licenses, certifications or approvals under sector-specific regulations.
A well-structured company should support the intended business activities, investment structure and licensing process after incorporation.
Business activities, KBLI, investors and company structure are reviewed before incorporation.
The company structure is considered together with OSS registration and business licensing requirements.
Foreign ownership, capital, investment and KBLI are reviewed as connected elements of the structure.
Business activities are connected with KBLI classifications and Indonesia's risk-based licensing system.
Relevant post-incorporation compliance requirements can be identified from the beginning.
Company structure, process and documentation requirements are explained in practical terms.
Key questions for local and foreign investors planning to establish a company in Indonesia.
PT PMDN uses a domestic investment structure, while PT PMA involves foreign investment. PT PMA status may affect foreign ownership, business activities, investment scale, licensing and ongoing investment obligations.
Yes. A foreign investor may invest through an investment structure permitted under Indonesian law, including a PT PMA. The proposed business activities and foreign ownership eligibility should be reviewed before incorporation.
It may be possible for certain business activities. However, not every business activity should be assumed to permit 100% foreign ownership. The relevant KBLI and applicable investment requirements should be reviewed before determining the shareholding structure.
Under the generally applicable investment framework, the minimum issued and paid-up capital of a PT PMA is in principle IDR 2.5 billion per company, unless otherwise provided by applicable laws or sector-specific regulations. This amount is different from the company's investment value.
Paid-up capital relates to the company's capital and shareholding structure. Investment value relates to the planned investment for conducting the business activities. They therefore represent different concepts.
The cost depends on the investor structure, shareholder documents, business activities, Notarial requirements, document legalization or translation requirements, and the business licensing services included in the scope.
The timeline depends on document completeness, shareholder structure, company name approval, execution of incorporation documents, government systems and additional licensing requirements. A foreign corporate shareholder may also require additional document preparation.
KBLI is Indonesia's classification system for economic activities. The selected KBLI can affect the business risk level, type of business license, sector-specific requirements and foreign investment rules applicable to the company.
No. Certain business activities may be subject to foreign ownership restrictions, special requirements or sector-specific regulations. The relevant KBLI and investment rules should be reviewed before incorporation.
Not always. Depending on the risk level and sector, a company may also need a Standard Certificate, license, fulfillment of basic requirements, or PB-UMKU before conducting certain business activities.
Not always. Whether an Indonesian shareholder is required depends on the investment structure and the foreign ownership rules applicable to the relevant business activities.
A foreign corporate entity may participate as a shareholder subject to the applicable investment structure and documentation requirements. Its corporate documents may need to be prepared, verified, legalized or otherwise processed depending on the circumstances.
Yes. Post-incorporation requirements may include OSS and business licensing, Standard Certificates, PB-UMKU, LKPM investment reporting, company amendments, corporate compliance and other legal services.
Tell us who the investors are, the business activities you plan to conduct, and where the business will operate. Sea Digitalis can help identify the appropriate company structure, KBLI, shareholding, capital and investment requirements, incorporation documents, and licensing steps that should be prepared.