How to Transfer Shares in an Indonesian PT PMA

To transfer shares in an Indonesian PT PMA, confirm buyer eligibility, clear transfer restrictions, execute the appropriate deeds, and update the shareholder register, AHU and OSS. A transaction that changes control requires additional acquisition procedures.

Confirm the Buyer and Transaction Structure

Check the buyer’s eligibility and the proposed ownership percentages before agreeing to transfer shares. An existing PT PMA registration does not establish that a different ownership structure meets the applicable investment conditions.

Company Law No. 40 of 2007, as amended including by Law No. 6 of 2023, governs the corporate procedure. Investment rules determine whether the proposed ownership meets the conditions for the business.

Presidential Regulation No. 10 of 2021, as amended by No. 49 of 2021, governs investment-business-field conditions. Review the actual activity, relevant KBLI classification, foreign ownership restrictions and sector-specific requirements.

Ask counsel to examine any protection attached to historical investment approvals. Article 6 of the amended regulation contains provisions addressing existing investments and ownership limits in qualifying acquisitions.

Our guide to Indonesian shareholder requirements for a PT PMA explains why shareholder nationality and permitted ownership percentages need separate checks.

Separate Existing Shares From New Shares

This guide covers a shareholder transferring existing shares to another owner. Issuing new shares involves the company’s capital-increase process and the separate offering rules under Articles 41 to 43 of the Company Law.

Identify the shares, their class, the seller and the buyer. Prepare an ownership table showing the share numbers and percentages before and after completion.

Identify a Change of Control Before Signing

Article 125 defines a statutory acquisition, or pengambilalihan, by its effect: a transfer of control. Assess control rights before choosing between the ordinary transfer and statutory acquisition procedures.

For a control-changing acquisition, obtain advice on Articles 125 to 133. Article 127 extends announcement and creditor-objection requirements to acquisitions made from shareholders; buying from the shareholder does not remove those requirements.

Use our business due diligence checklist for Indonesia to assess the wider business, liabilities and contracts. The steps below focus on executing and recording the ownership change.

Clear Share Transfer Restrictions

Read the latest articles of association alongside the shareholders agreement before setting a completion date. Articles 55 to 59 of the Company Law distinguish the transfer instrument from restrictions that may apply before signing.

Check First-Offer Requirements

Article 57 allows the articles to require an offer to specified or other shareholders first. This is conditional on the articles, unlike the separate statutory offering regime for newly issued shares.

Where that requirement applies, Article 58 permits an offer and sale to a third party if the relevant shareholders do not purchase within 30 days from the offer. Retain evidence of the offer.

Ask counsel to confirm whether any proposed waiver satisfies the company’s documents and applicable law. A brief email from one shareholder may leave other contractual or corporate requirements unresolved.

Obtain the Required Approvals

The articles may require approval from a company organ or the competent authority. Identify the approving body and obtain the appropriate written evidence rather than assuming directors and commissioners must both approve every transfer.

Article 59 gives the company organ up to 90 days after receiving the request to approve or refuse in writing. It treats silence after that period as approval.

Following approval, Article 59 requires the transfer within 90 days from the approval date. Have counsel confirm the dates and any additional regulatory conditions before relying on deemed consent.

Review Contractual Exit Rights

Check whether the shareholders agreed to consent rights, tag-along rights or other exit conditions. Our guide to PT PMA shareholders agreement clauses explains these negotiated protections.

For a statutory acquisition, Article 125(8) also requires attention to the articles and agreements the company made with third parties. Review relevant lender and commercial consents before closing.

Prepare the Right Deeds and Resolutions

Separate the commercial sale agreement, the instrument transferring ownership and the corporate-data filing documents. They serve different purposes, even if the parties coordinate their execution on the same day.

The Share Transfer Instrument

Article 56 requires an akta pemindahan hak, or deed transferring rights. Its official elucidation recognizes both a notarial deed and a private deed.

A control-changing acquisition has a specific rule. Article 128(2) requires a notarial deed in Indonesian for an acquisition made from shareholders. Confirm the transaction’s classification before selecting the deed format.

Have the drafter identify the exact shares and parties, the transfer terms and the required supporting approvals. Coordinate payment, document delivery and any conditions for completion in the transaction documents.

The Shareholder Decision for AHU

Minister of Law Regulation No. 49 of 2025 governs corporate registration procedures and took effect on 17 December 2025. It replaced Regulation No. 21 of 2021, subject to its transition for pending applications.

Articles 8 and 9 cover changes to shareholder composition. They require a general meeting of shareholders, known as RUPS, or a binding shareholder decision outside a meeting.

The regulation requires the change in an Indonesian-language notarial deed. This corporate-data requirement applies alongside the Company Law’s rules on the transfer instrument.

Keep the decision supporting the data filing separate from any prior transfer consent required by the articles. Ask the notary to identify and document both requirements where they apply.

Under Article 91 of the Company Law, a binding decision outside a meeting requires all shareholders with voting rights to approve in writing and sign the proposal.

Build the Document Pack Before Signing

Prepare the records needed to establish ownership, signing authority and the filing basis. Articles 10 and 12 of Regulation No. 49 of 2025 identify supporting records for corporate changes.

• The latest articles, relevant company deeds and Ministry of Law records.
• The shareholder register and evidence identifying the shares the seller owns.
• Buyer and seller identity or corporate documents, with evidence of the signatories’ authority.
• First-offer records, required consents and any relevant contractual waivers.
• The transfer deed and shareholder decision, coordinated with the notarial corporate-data deed.
• Applicable tax evidence, beneficial ownership documents and regulator recommendations.

Confirm the transaction-specific checklist with the notary. Requirements differ for individuals, corporate shareholders and transactions needing sector approval; the regulation’s full supporting-document list should not become an unexplained universal checklist.

Settle Tax Evidence Before Recording the Transfer

Have the tax adviser assess the seller’s residency, the share sale and any applicable treaty before finalizing payment. A foreign shareholder’s nationality alone does not determine the tax treatment.

Articles 238 to 240 of Minister of Finance Regulation No. 81 of 2024, as amended, address covered share sales by nonresidents other than permanent establishments.

For those sales, Article 240 conditions the company’s recording of the transfer deed on evidence that the income tax due has been paid, through a copy of the withholding or collection evidence.

Confirm who must withhold or collect tax and which documents support any treaty treatment. Our guide to capital gains tax in Indonesia explains the separate private-share-sale analysis.

Record the Transfer and File the Shareholder Change

Deliver the transfer deed or its copy to the company in writing, as Article 56 requires. The directors must record the ownership change and its date in the relevant company registers.

Article 50 specifies the shareholder register’s contents, including shareholder identity, share details, acquisition dates and relevant encumbrances. Reconcile the register with the signed instrument and arrange appropriate evidence of ownership under Article 51.

Under Article 52, the statutory shareholder rights attach after entry in the owner’s name in the shareholder register, subject to share-class rules. Ask the directors to confirm the entry in the closing records.

The directors must notify the Minister within 30 days from recording the transfer under Article 56(3). Regulation No. 49 of 2025 routes the electronic filing through a notary using SABH, the legal-entity administration system.

Under Articles 13 to 15 of that regulation, the Ministry examines the filing before issuing the relevant decision or notification receipt. Obtain the receipt and check the resulting shareholder details.

A shareholder-composition change is a corporate-data change under Article 8(5). Separate amendments may arise if the transaction also changes capital, the company’s purpose or other provisions in its articles.

Our guide to company amendments in Indonesia explains those different filing categories.

Track Each Deadline From Its Own Trigger

Use the statutory trigger for each task. The periods below govern different actions; adding them together does not produce a reliable overall transaction timeline.

Ask the notary to coordinate Article 9’s filing rules with the register-based deadline in Article 56. Do not assume that signing the sale agreement starts, or satisfies, every filing period.

Article 56(4) requires the Minister to reject approval or notification applications based on a shareholder composition that the company has not reported. An unreported transfer can obstruct later corporate filings.

Reconcile OSS and the Post-Closing Records

Complete the OSS data update after the relevant Ministry of Law change. Articles 225 and 226 of Investment and Downstreaming/BKPM Regulation No. 5 of 2025 require data adjustment and provide for validation against Ministry records.

The official OSS guide, Perubahan Perizinan Berusaha: Data Pelaku Usaha (Badan Usaha), instructs AHU-sourced entities to process the legal-data change through the notary before updating OSS.

Compare the old OSS details with the new AHU details, including shareholder names, nationalities and capital information. Confirm that the company completes the relevant confirmation and save steps.

Article 227 addresses PMA and domestic-investment status changes. A transfer involving entry or exit of foreign ownership needs that assessment, including applicable investment and capital adjustments.

Review beneficial ownership records, bank requirements and relevant contracts as a separate closing workstream. Ask the responsible adviser which updates or consents apply to the company’s facts.

Set a Transaction-Specific Schedule and Budget

Build the schedule around the approvals, document preparation, tax evidence and filings your transaction requires. A statutory response period or filing deadline is not a promised processing time.

Request an itemized quotation covering the proposed drafting, notarial work, government filings and any tax or specialist review. Confirm exclusions and responsibility for follow-up work before authorizing the engagement.

For an existing PT PMA, the goal is consistent ownership records supported by the right documents. InvestinAsia Legal Services provides a route to discuss contract drafting and coordinated corporate legal support.

We can help coordinate the appropriate professional assistance after reviewing the matter. InvestinAsia is not a law firm; agree the engagement scope, including any notarial or filing work, before proceeding.