Partnership Structure
A CV is established as a partnership between parties with different roles and responsibilities.
Sea Digitalis assists with the establishment of a Commanditaire Vennootschap (CV), from reviewing the partner structure, business activities and KBLI to the Deed of Establishment, registration, OSS, and NIB.
A Commanditaire Vennootschap (CV), commonly described in English as a limited partnership, is a business partnership consisting of at least a general partner who manages and represents the business and a limited partner who contributes capital. Unlike a Perseroan Terbatas (PT), a CV is not a separate legal entity in the same manner as a PT.
Before establishing a CV, it is important to understand its partnership structure and how it differs from a limited liability company.
A CV is established as a partnership between parties with different roles and responsibilities.
The structure distinguishes between a partner who manages the business and a partner who contributes capital.
The establishment is documented in a Deed of Establishment containing the partnership structure, business activities, contributions, and other relevant provisions.
The company's business activities must be aligned with the relevant KBLI and applicable risk-based business licensing requirements.
The distinction between the partners is fundamental because it affects the management, authority, and responsibility of each party within the partnership.
The general partner, known in Indonesian as the sekutu komplementer or sekutu aktif, manages the CV and acts for and on behalf of the partnership in accordance with the Deed of Establishment.
The limited partner, known as the sekutu komanditer or sekutu pasif, contributes capital to the partnership and does not manage the CV in the same capacity as the general partner.
Information about the partners and proposed business should be prepared before the establishment process begins.
A CV and a PT have different legal characteristics, ownership structures, and liability arrangements. The appropriate structure depends on your ownership, investment, liability, and future business plans.
A CV is a partnership structure that distinguishes between the roles of the general partner and the limited partner.
A PT is a legal entity with capital divided into shares and a corporate governance structure regulated under Indonesian company law.
KBLI is Indonesia's business activity classification system. The selected KBLI should accurately reflect the activities that the CV intends to conduct because it can affect the risk level and applicable business licensing requirements.
Review the scope of activities, risk level, business scale, requirements, obligations, and sector-specific licensing that may apply to the selected business activity.
We assist from the initial review of your proposed business structure through the establishment, registration, and business licensing process within the agreed scope of service.
Review the proposed business, partners, and appropriate business structure.
Identify KBLI classifications based on the proposed business activities.
Prepare and check the proposed CV name for the establishment process.
Coordinate the preparation of the Deed based on the agreed partnership structure and information.
Process the administrative registration through the applicable legal administration system.
Register the business activities and NIB within the agreed scope and applicable risk classification.
The process starts by determining the partnership structure and intended business activities before proceeding with the Deed, registration, and business licensing.
Identify the business plan and establishment requirements.
Determine the general partner, limited partner, and their respective contributions.
Determine the appropriate business activity classifications.
Prepare and check the proposed CV name.
Prepare and execute the establishment deed through a Notary.
Process the CV registration through the applicable legal administration system.
Prepare the information required for business licensing.
Register the business activities through OSS according to the applicable classification and risk level.
Not always. An NIB is the Business Identification Number and an important part of Indonesia's risk-based business licensing framework. Depending on the KBLI, risk level, location, and business sector, additional requirements such as a Standard Certificate, business license, or other supporting approvals may need to be fulfilled before certain activities can be fully conducted.
The professional fee depends on the scope of work, partnership structure, business activities, and licensing requirements.
The partnership structure, business activities, and licensing should be prepared consistently so that the establishment documents reflect the activities the business intends to conduct.
The partners, management authority, contributions, business activities, and other important provisions should be properly reflected in the establishment documentation.
The selected KBLI should represent the actual business activities and is used to determine the applicable risk-based licensing requirements.
Obtaining an NIB does not necessarily complete every licensing requirement. Certain activities may require a Standard Certificate, license, or sector-specific requirements.
Key information about partners, Deeds, capital, KBLI, NIB, and the differences between a CV and a PT.
A CV, or Commanditaire Vennootschap, is a partnership structure consisting of a general partner who manages and represents the business and a limited partner who contributes capital.
A CV is not a separate legal entity in the same manner as a Perseroan Terbatas or PT. This distinction is important when considering the responsibility of the partners and choosing an appropriate business structure.
A CV structure requires the presence of a general partner and a limited partner. Their respective roles and contributions should be clearly determined and reflected in the establishment documents.
The general partner manages and represents the CV, while the limited partner contributes capital and does not manage the partnership in the same capacity as the general partner.
The establishment of a CV is documented in a Deed of Establishment prepared through a Notary and subsequently processed for registration through the applicable legal administration system.
Yes. After the required establishment and administrative information is prepared, the business activities of the CV can be registered through OSS to obtain an NIB and fulfill other applicable risk-based business licensing requirements.
The capital structure of a CV differs from the share capital structure of a PT. The contributions of the partners should be determined according to the business arrangement and clearly reflected in the partnership structure and relevant documents.
A CV is a partnership with general and limited partners, while a PT is a separate legal entity whose capital is divided into shares and which has a corporate governance structure. The appropriate structure depends on ownership, liability, investment, and future business plans.
This should not be assumed. The proposed activity should be reviewed based on the applicable KBLI, business scale, risk level, sector-specific requirements, and other relevant regulations.
Not always. Depending on the KBLI and risk level, a business may need to fulfill a Standard Certificate, business license, or other requirements before certain activities can be conducted.
A CV is not used as the legal structure for a foreign investment company in Indonesia. Where foreign ownership or foreign investment is contemplated, the proposed structure and business activities should be reviewed to determine the appropriate legal vehicle, such as a PT PMA where applicable.
Yes. Sea Digitalis can review the proposed business activities, identify relevant KBLI classifications, and help determine the business licensing requirements associated with those activities.
The timeline depends on document readiness, name availability, the Notarial and registration process, OSS data preparation, and any additional licensing requirements associated with the selected business activities.
Tell us about your proposed business activities and partnership structure. Sea Digitalis can assist with reviewing the partner structure, determining the relevant KBLI, preparing the CV establishment process, and assisting with OSS and NIB.