Setting up a PT PMA: a foreign-owned company in Indonesia

This page is for a foreigner who wants to run a business in Indonesia, alone or with others, and has heard that it takes a PT PMA. It states what the written law says, with the article, and says where the law is silent or where two texts do not fit together. It is general information, not legal advice. What offices or advisers say is usual is kept apart from the law and is mostly left out.

We used the texts in force on 6 October 2026: UU 25/2007 on investment, with its article 12 as amended by UU 6/2023; UU 40/2007 on limited liability companies as amended by UU 6/2023, and UU 30/2004 as amended by UU 2/2014 for the language of a notarial deed; PP 28/2025 on risk-based business licensing, which replaced PP 5/2021; Permeninves/BKPM 5/2025, the Minister of Investment's guideline for the licensing system and for investment reports, which replaced BKPM Regulations 3, 4 and 5 of 2021; Perpres 10/2021 on the fields open to investment, as amended by Perpres 49/2021; Permenkum 49/2025 on founding, changing and closing a PT, which replaced Permenkumham 21/2021; Permenkum 2/2025 and Perpres 13/2018 on beneficial owners; and PMK 81/2024 for registering a company with the tax office. The status pages of peraturan.bpk.go.id and of the legal documentation network of the Ministry of Investment show these texts as in force. We found no text that replaces the investment-field list.

Some subjects have their own pages and are linked, not repeated: the villa and guest-house business under this licensing system (the page on renting a villa to guests), the licence of a property agency (the page on professionals), selling a company's land right or its shares (the page on selling and leaving), and a company's tax dates (the page on tax deadlines). Immigration status is on the pages on visas and stay and on KITAS and KITAP. Work permits are on the page on working legally in Indonesia. Criminal penalties are not stated here: UU 1/2026 adjusted the criminal fines of older laws, and the only sanctions given are the administrative ones that the texts name.

Foreign investment (PMA, penanaman modal asing) is investing capital to do business in Indonesia by a foreign investor, whether with entirely foreign capital or jointly with a domestic investor (UU 25/2007 Pasal 1 angka 3). A foreign investor is a foreign individual, a foreign business entity or a foreign government (Pasal 1 angka 6). Foreign capital includes the capital of an Indonesian company that is partly or wholly held by foreign parties (Pasal 1 angka 8).

The form is fixed. Foreign investment must take the form of a limited liability company (perseroan terbatas, PT) under Indonesian law and seated in Indonesia, unless another statute says otherwise (UU 25/2007 Pasal 5(2); Perpres 10/2021 Pasal 7(2); Permeninves/BKPM 5/2025 Pasal 23(11)). "PT PMA" is the common name for such a company. A PT is a legal entity: a partnership of capital, founded on an agreement, whose authorised capital is divided into shares (UU 40/2007 Pasal 1 angka 1, as amended by UU 6/2023 Pasal 109). An investor enters it by taking shares when it is founded or by buying shares (UU 25/2007 Pasal 5(3)).

That is why an individual cannot simply register a business and call it foreign-owned. In the licensing system a business actor can be an individual, a business entity or a foreign business entity. An individual must be an Indonesian citizen (Permeninves/BKPM 5/2025 Pasal 23(2); PP 28/2025 Pasal 189(2)) and counts as domestic investment (Pasal 23(8)). A foreign business entity applies in its own name only for upstream oil and gas or air transport (Pasal 23(4)). Representative offices of foreign companies and a few other foreign entities, such as a foreign franchisor or a permanent establishment, are separate kinds of applicant (Pasal 24), which this page does not cover. Whether a foreigner may work or earn in Indonesia on a given permit is a question of immigration law, on the visa pages.

When a company counts as foreign. A company owned in whole or in part by foreign individuals or foreign business entities is treated according to the nationality of its owners (Pasal 23(12)). The nationality of a foreign individual is fixed by the passport used when the company is founded, and the text says that a permanent resident of a country is not counted (Pasal 23(13)). We read this as meaning that holding a permanent stay permit (KITAP) does not make an owner Indonesian for this purpose; the text does not say so in terms.

How many founders. A PT is founded by two or more persons, and each founder must take shares when it is founded (UU 40/2007 Pasal 7(1) and (2), as amended). One person may found a company only if it meets the criteria of a micro or small business (Pasal 7(7) huruf e and Pasal 153A(1)). A PMA is a large business (Permeninves/BKPM 5/2025 Pasal 26(1)), so we read the exception as closed to a PT PMA; the texts do not say so in terms. If the shareholders later fall below two, the remaining shareholder has six months to bring in another; after that the shareholder answers personally for the company's debts and a court can dissolve the company on request (UU 40/2007 Pasal 7(5) and (6)). We found no text in UU 40/2007 or in the regulations above that requires a founder to be an Indonesian citizen. Rules that require domestic capital sit in the rows of Annex III of the investment list (section Fields open, limited or closed).

The law does not protect a nominee arrangement for shares. Investors in a PT may not make an agreement or statement that shares are held for and in the name of another person, and such an agreement or statement is void by law (UU 25/2007 Pasal 33(1) and (2)). The question on nominee arrangements in the FAQ and the page on marriage and inheritance explain the rule for land and the Bali ban. This page does not describe any such arrangement.

PP 28/2025 on risk-based business licensing has been in force since 5 June 2025 and replaced PP 5/2021. Every business actor must hold a business licence (PB) to carry on business (Pasal 4(1)). It is obtained after the basic requirements are met, unless the regulation says otherwise (Pasal 4(2)), and a supporting licence (PB UMKU) is added where the activity needs one (Pasal 4(3)). All of it is processed electronically through the OSS system (Pasal 4(4)). No ministry or local government may issue basic requirements or licences beyond those the regulation sets (Pasal 6(1)).

The order matters. Starting a business has three sub-steps: the legality of the business, the basic requirements, and obtaining the PB. For a business entity, legality is settled under the law on business entities, so the company has to exist first (Pasal 8(1), (2) and (4)). The basic requirements are the conformity of the planned use with the spatial plan (KKPR), the environmental approval (PL), and the building approval with the fitness certificate (PBG and SLF) (Pasal 12(1)); the page on building permits covers them.

The NIB. It is the proof of registration of the business actor and its identity (Pasal 1 angka 12). Every business actor must hold one, and only one, issued by the OSS agency (Pasal 206(1) to (4)). It also serves as the importer number, the customs access right, the enrolment in health and employment social security, and the first-period labour report (Pasal 206(5)). It holds at least the actor's profile, business capital, tax number (NPWP), KBLI code and business location (Pasal 207(1)). For a company the data come from the Ministry of Law's system, and OSS validates the tax number with the finance ministry's system (Pasal 207(4) and (5)). The NIB is valid as long as the actor carries on business in line with the law (Pasal 206(9)).

KBLI and the entry in OSS. KBLI is the classification code set by the statistics agency (Pasal 1 angka 20). In OSS the company enters its main activity for each five-digit KBLI code and each location, with the product, the capacity, the number of jobs and the planned investment (Pasal 211). OSS then screens the data against the rules on the field, such as priority, allocation, partnership, conditions and closure (Pasal 208(1)) and, for a PMA, against the minimum investment and the capital rules (Pasal 212(1)). The OSS information service must show, to anyone without logging in, the KBLI codes by risk level and the investment requirements (Pasal 216(2) and (3)). OSS has applied KBLI 2025 since 15 June 2026, while the investment list is in the 2020 numbering; the page on renting a villa to guests and the glossary entry on KBLI explain how to read both.

The risk level. The central government sets the risk level and the scale ranking of each activity (Pasal 124(1) and (2), 126, 128), and the level decides the kind of licence (Pasal 124(4)). The code, scale, risk level, licence and requirements of each activity are listed in Annex I of PP 28/2025 (Pasal 5(3) and (4)). The next table gives the four levels.

Two numbers apply to a PT PMA, and they are not the same. The first is the total investment of the project. The second is the capital that the company must have placed and paid up. BKPM Regulation 4/2021, which older guides cite for these figures, was revoked (Permeninves/BKPM 5/2025 Pasal 398 huruf b); the figures below are those of the regulation in force.

The investment. A PMA is a large business and must meet a minimum investment value (Pasal 26(1)). That is a total investment of more than Rp10,000,000,000 (Rp10 billion), outside land and buildings, for each five-digit KBLI code at each project location (Pasal 26(2)). "More than" means above Rp10 billion, not Rp10 billion. The investment list says the same: a foreign investor may do business only as a large business with an investment of more than Rp10 billion outside land and buildings (Perpres 10/2021 Pasal 7(1)). In PP 28/2025 OSS checks the planned investment against the minimum and the capital rules (Pasal 212(1) and (2)).

Where the Rp10 billion is counted differently (Pasal 26). For wholesale trade and for construction it is counted per the first four digits of the KBLI code. For food and beverage services it is counted per the first two digits and per one location point, and a location point is a kabupaten or kota. For industry it is counted per production line (Pasal 26(3) and (4)). For public charging stations for electric vehicles it is counted per province (Pasal 26(7)). In a special economic zone the minimum follows the investment list (Pasal 26(8)). The supporting activities of a PMA are left out of the check (PP 28/2025 Pasal 213(3)).

What counts. For property development and letting, short and long-term accommodation, farming, plantations, livestock and aquaculture, the investment value includes land and buildings (Pasal 26(5)). For property, a whole building or an integrated housing complex needs more than Rp10 billion including land and buildings, and single units that are not in one whole building or complex need more than Rp10 billion outside land and buildings (Pasal 26(6) huruf a and b). PP 28/2025 Pasal 212(2) still says that land and buildings are outside the figure, without the exception; the texts do not say which governs, and the page on renting a villa to guests sets out the question for the lodging codes.

The capital. A PMA that takes the form of a PT must also meet a minimum capital: placed/paid-up capital (modal ditempatkan/disetor) of at least Rp2,500,000,000 (Rp2.5 billion) per company, unless another law provides otherwise (Pasal 26(9) and (10)). Separately, the company's founders set its authorised capital (UU 40/2007 Pasal 32(1) and (2), as amended by UU 6/2023 Pasal 109), and at least 25 percent of it must be placed and fully paid, shown by a valid proof of payment (Pasal 33(1) and (2)). Those are two rules. We found no text that excuses a PMA from either, so we read both as applying.

The 12 months. Placed/paid-up capital may not be moved out of the company's account for at least 12 months from the day it was placed, except to buy assets, construct buildings or pay for the company's operations (Pasal 27(1)). The company gives this as a commitment, a self-declaration made when it applies for the PB in OSS, on the form attached to the regulation (Pasal 27(2) and (3)); breaking it carries an administrative sanction (Pasal 27(4)). A reference problem: Pasal 27(1) and the sanction article (Pasal 364(3) huruf i) point to Pasal 26 ayat (6) for the capital, but ayat (6) is about property, and the capital rule is in ayat (10). We read the references as meant for ayat (10); the texts do not say so.

If the company falls short. Missing the investment limit for a PMA or the minimum capital is a ground for an administrative sanction in OSS (Pasal 364(3) huruf h and i): a warning, a temporary stop of the business, an administrative fine, police coercive force, or revocation of a licence or of the PB, applied step by step or not (Pasal 364(4) and (6)). A warning gives 30, then 15, then 10 days to comply (Pasal 366(1), (4) and (7)); in this regulation a day is a working day (Pasal 1 angka 72).

Shareholders. Any investor may hold shares, foreign individuals and foreign companies included (UU 25/2007 Pasal 1 angka 6 and Pasal 5(3)). The only caps on foreign shares in the texts we read are the rows of Annex III of the investment list (section Fields open, limited or closed). At least two shareholders are needed (section What a PT PMA is). The notary's duty to identify the founders, and the anti money laundering rules for notaries and agents, are on the page on professionals.

Directors and commissioners. A PT has one or more directors (UU 40/2007 Pasal 92(3)) and one or more commissioners (Pasal 108(3)). The first directors are named by the founders in the deed, and later ones are appointed by the general meeting of shareholders (Pasal 94(1) and (2)). A director must be an individual capable of legal acts and must not, in the five years before the appointment, have been declared bankrupt, have been a director or commissioner found to have caused a company's bankruptcy, or have been convicted of an offence that harmed state finances or relates to the financial sector (Pasal 93(1)); any one of the three bars the appointment. A technical agency may add requirements, and the company keeps a letter that shows compliance (Pasal 93(2) and (3)). Pasal 93 says nothing about nationality, and we found no other text in UU 40/2007 that requires a director or commissioner to be an Indonesian citizen. A change of directors or commissioners is notified to the Minister within 30 days (Pasal 94(7); Permenkum 49/2025 Pasal 9(5)).

A foreign director who lives or works in Indonesia needs an immigration status that fits. Which one depends on the shareholding and the post: the page on visas and stay covers the investor permit and what a director or commissioner with fewer shares needs, and the page on KITAS and KITAP covers the permit itself. A business that will use foreign workers states the planned number through the manpower ministry's electronic system (PP 28/2025 Pasal 209(1)). Work permits are on the page on working legally in Indonesia; this page does not repeat them.

The beneficial owner. Every corporation, a PT included, must determine its beneficial owner, the individual behind it (Permenkum 2/2025 Pasal 2(1); Perpres 13/2018 Pasal 3(1)). For a PT the criteria include holding more than 25 percent of the shares or of the votes, receiving more than 25 percent of the profit, or being able to appoint or remove directors and commissioners (Perpres 13/2018 Pasal 4(1) huruf a to d). The information collected includes nationality, the passport number and, for a foreigner, the address in the home country (Pasal 16(2)). At founding it goes to the Ministry of Law with the founding application, as documents kept by the notary (Permenkum 49/2025 Pasal 6(1) huruf i and (2)). The company then updates it every year (Permenkum 2/2025 Pasal 3(1) huruf a) and keeps the documents for at least five years (Perpres 13/2018 Pasal 22(1)). The questionnaire on beneficial owners is filled in at founding, when the articles or the data change, and when the information is reported or updated (Permenkum 2/2025 Pasal 10(3)). For not reporting, or reporting false information, the sanctions are a reprimand, a place on a blacklist, and blocking of the company's access to AHU Online (Permenkum 2/2025 Pasal 22(3)). Reporting each change of beneficial owner is covered on the page on selling and leaving, section A PT PMA.

The investment report (LKPM). Every business actor must report on its investment activity (UU 25/2007 Pasal 15 huruf c; Permeninves/BKPM 5/2025 Pasal 5 huruf c). The report is submitted through OSS for each business activity and location after the NIB is obtained (Pasal 284(4) and 285(1)). It states the realised investment, the jobs, the output, the fulfilment of the basic requirements and licences, the investor's duties and any obstacles (Pasal 285(3)). The duties include training and technology transfer to Indonesian counterpart workers where foreign workers are used, partnership, the environment, good governance, labour, workers' welfare and corporate social responsibility (Pasal 285(4)).

When. A PT PMA is a large business, so it reports every three months; micro businesses need not report and small ones report every six months (Pasal 286(1) and (2)). The deadlines are the 15th of April, July and October and the 15th of January of the next year, at the latest (Pasal 286(5)); if a date falls on a national holiday it is adjusted by official notice (Pasal 286(7)). Until the business is ready to operate the company files the preparation-stage report. After it declares in OSS that it is ready to operate or trade, it files the operational report (Pasal 286(4) and (6)). OSS issues a receipt, the authority checks the report within 3 days of the receipt, and the answer is an approval or a request for correction (Pasal 286(8), 287(2) and (3); in this regulation a day is a working day).

If the company does not report. A sanction can follow if it files no LKPM for two periods in a row, if its first report shows no added investment for four periods in a row, or if its preparation-stage reports show none for four periods in a row (Pasal 373(2) huruf a to c). The steps are a first, a second and a third warning, each dropped if the next report is filed; then a temporary stop of the business, followed by an administrative fine, both lifted when the report is filed and the fine paid; and, if neither is done, revocation of the PB (Pasal 374 to 376). UU 25/2007 Pasal 34 also lists a written warning, restriction, freezing and revocation of the business activity or investment facilities for a breach of the investor's duties.

The company's own annual duty. The directors give the annual report to the general meeting of shareholders, after the commissioners have reviewed it, no later than six months after the end of the financial year. The meeting's approval is recorded in a notarial deed, and the directors send it to the Minister through the notary, in SABH, within 30 days of the deed (Permenkum 49/2025 Pasal 16(1) to (4)). The report holds the financial statements, a report on the company's activity and on social and environmental responsibility, the problems of the year, the commissioners' supervision, the names of the directors and commissioners and their pay (Pasal 16(6)). A company that does not file can receive a written warning on SABH, and blocking of its SABH access if it still has not filed 30 days after the warning (Pasal 17 and 18(1) and (2)). In this regulation a day is a calendar day (Pasal 1 angka 10).

Changes. A change of name, seat, purpose and activities, term or authorised capital, or a reduction of placed and paid-up capital, needs the Minister's approval; other changes to the articles, and changes of data such as shareholders, directors, commissioners and address, are notified (Permenkum 49/2025 Pasal 8(2) to (5)). The notarial deed of a change of articles is made within 30 days of the shareholders' decision, and the application is filed within 30 days of the deed; after that it cannot be filed (Pasal 9(3), (4), (6) and (7)). Changes of the investment data and of the status between PMA and PMDN, and of the beneficial owner, are on the page on selling and leaving, section A PT PMA. Books, audit, tax returns and the other yearly duties are on the page on accounting and reporting duties.

Representative offices, branches and other forms of foreign business (Permeninves/BKPM 5/2025 Pasal 24); a one-person company of a micro or small business; buying shares in an existing company; closing, merging or dissolving a PT (Permenkum 49/2025 deals with them; the page on closing a PT PMA covers dissolution and liquidation); the land rights a PT PMA may hold, and the sale of the company or of its land right (the page on selling and leaving); the villa and guest-house business (the page on renting a villa to guests); a property agency (the page on professionals); a company's books, audit, tax returns and other yearly duties (the page on accounting and reporting duties) and tax dates (the page on tax deadlines); hiring and paying Indonesian staff (the page on employing staff in Bali); work permits (the page on working legally in Indonesia); a company's bank account (the page on opening a bank account does not cover it either); the tax and customs incentives of priority fields; the licensing rows of each activity in Annex I of PP 28/2025 and the standards of each sector; the fees of the notary and of the Ministry; and criminal penalties.

Which KBLI code, in the 2025 numbering that OSS applies and in the 2020 numbering of the investment list, covers what I will do, and in which row of the annexes, if any, is it?

What is the risk level and the licence for that code at large scale, and which standards or supporting licences follow?

Is the field open to a company with foreign shareholders without a cap? If a cap, an allocation or a partnership applies, which row says so and what exactly does it require?

What is the planned investment for each KBLI code and location, what does it include (land and buildings count in some fields), and does it exceed the minimum?

What authorised capital will be set, how much will be placed and paid up, into which account, and what will it be spent on in the first 12 months?

Who will be the founders, the directors and the commissioners, what immigration status does each foreigner hold, and which papers will each founder sign in Indonesian or have explained?

Who is the beneficial owner, which documents show it, and who updates it each year?

Who files the quarterly investment report and the annual report, and by which dates?

Which copies of the deed, of the Ministry of Law's decision, of the tax number and of the NIB will I receive, and what will the notary keep?

Where do the texts leave doubt, and will the notary and OSS or the Ministry of Investment confirm the answer in writing?

A replacement of the investment list. We found none on peraturan.bpk.go.id or on the Ministry of Investment's legal documentation network on 6 October 2026. The list uses the 2020 KBLI numbering and we found no 2025 version, so a code that OSS now shows in the 2025 numbering has to be matched to the 2020 row by hand.

Whether a PT PMA may enter a field allocated to cooperatives and UMKM. Perpres 10/2021 Pasal 7(1) lets a foreign investor do business only as a large business, and Pasal 5 allocates some fields to cooperatives and UMKM; no text we read says in terms how the two fit together. The page on renting a villa to guests sets out the question for lodging codes.

Which text governs on land and buildings in the Rp10 billion. Permeninves/BKPM 5/2025 Pasal 26(5) and (6) count land and buildings for some fields; PP 28/2025 Pasal 212(2) and Perpres 10/2021 Pasal 7(1) leave them out without that exception.

The references to Pasal 26 ayat (6) in Pasal 27(1) and in Pasal 364(3) huruf i. We read them as meant for ayat (10), the capital rule; the regulation does not say so.

How UU 40/2007 Pasal 7(4) as reworded (registration with the Minister and proof of registration) fits with Pasal 9 and 10, which still speak of the Minister's decision and of an application within 60 days of the deed, failing which the deed is void and the unfinished company dissolves (Pasal 10(1) and (9)). Permenkum 49/2025 speaks of a decision issued when the application is received and states no 60-day limit. We cannot say whether the 60 days still apply; ask the notary.

The rules of each sector. Annex I of PP 28/2025 lists the licence and requirements of each activity (thousands of rows), and the sector regulations hold the standards; we read none of them for a particular activity. Permeninves/BKPM 5/2025 Pasal 242(2) says that divestment duties of a sector, that is, a duty to sell shares to Indonesian persons, still apply to a PMA; we read none. We did not read the regulation on how partnership with cooperatives and UMKM is carried out.

How the two systems work on screen. OSS and the Ministry of Law's system need a login, so we saw no live screens. The order of screens, the time a step takes in practice and the fees are not given.

The first and second amendments of PMK 81/2024. We read the third and fourth (PMK 54/2025 and PMK 1/2026), which do not change Pasal 39 to 41, and did not find the first two.