Three things determine whether a PT PMA registration in Indonesia clears without delays: corporate structure, capital, and documents. This article covers all three, updated to reflect the current rules under BKPM Regulation No. 5 of 2025 and Government Regulation No. 28 of 2025. If you are still deciding whether a PT PMA is the right vehicle for your business, start with InvestinAsia’s guide on what a PT PMA is before working through this checklist.
None of these three pillars works on its own. Your structure decisions determine which documents you need and how much capital must be declared. Your KBLI code selection affects both your minimum investment plan and the authentication requirements for sector-specific permits. Missing any single element at registration can delay the entire process by weeks, or in some cases require redrafting the Deed of Establishment entirely.
Why These Three Requirements Work as a System
Most foreign investors approach PT PMA requirements in sequence: gather some documents, check a capital figure, then sort out the structure. That order causes problems. Your notary needs the shareholder structure confirmed before drafting the Deed of Establishment. The capital figures in that deed must match your KBLI codes or OSS-RBA will not approve them. And the authentication requirements for your shareholder documents depend on whether those shareholders are individuals or corporate entities, and which countries they are based in.
Get clear on all three before you sit down with your notary. The rest of this article covers them in the order a consultant would: structure first, capital second, documents third.
Structure Requirements for a PT PMA
The corporate structure of a PT PMA is governed by Law No. 40 of 2007 on Limited Liability Companies and Law No. 25 of 2007 on Investment. These two laws define who can hold shares, who must sit on the Board of Directors and Board of Commissioners, and what restrictions apply based on the company’s KBLI codes.
A PT PMA requires a minimum of two shareholders at incorporation. Shareholders can be individuals, corporate entities, or a combination of both. There is no requirement for one shareholder to be an Indonesian citizen, provided the relevant KBLI code permits 100% foreign ownership under Presidential Regulation No. 10 of 2021.
If both shareholders are foreign individuals or foreign companies, all shares can be held by foreign parties in sectors listed as fully open on the Positive Investment List. For sectors that require partial local participation, at least one Indonesian shareholder must be included, and the foreign ownership percentage must not exceed the cap stated for that KBLI code.
Shareholder identity is recorded in the Deed of Establishment and verified by the OSS-RBA system during NIB issuance. Any subsequent change to the shareholder structure requires a notarial amendment to the deed, re-registration with the Ministry of Law and Human Rights, and an update through OSS.
Also read: Does a PT PMA Company Need Indonesian Shareholders and Employees?
Board of Directors
A PT PMA must appoint at least one Director. The Director is the person responsible for day-to-day management and the authorized signatory on all official company documents, including tax filings and LKPM investment reports.
The Director can be a foreign national, but this requires a valid Indonesian stay permit, specifically a KITAS (Kartu Izin Tinggal Terbatas), before the company becomes operational. At the registration stage, a foreign Director is accepted based on passport details, but the KITAS must be secured before the Director can legally work in Indonesia.
BKPM has raised questions in some cases about whether non-resident Directors can genuinely manage operations in Indonesia. To avoid delays, applicants should either appoint a Director who is already resident in Indonesia, or prepare a written management plan explaining how oversight will be conducted during the initial phase.
Also read: Director and Commissioner Requirements for PMA Companies in Indonesia
Board of Commissioners
A PT PMA must appoint at least one Commissioner. The Commissioner holds a supervisory function and does not manage daily operations. Commissioners can be foreign nationals or Indonesian citizens, and they do not require a KITAS solely to hold the role.
In practice, many PT PMA arrangements place a trusted local professional in the Commissioner role to meet the appointment requirement without complicating the management structure. This is legally straightforward and does not constitute a nominee arrangement, provided the Commissioner does not hold shares in a capacity that circumvents ownership rules.
KBLI Classification and the Positive Investment List
Every PT PMA must select at least one 5-digit KBLI (Klasifikasi Baku Lapangan Usaha Indonesia) code that corresponds to its intended business activities. KBLI codes determine three things: the maximum foreign ownership percentage allowed, the risk level assigned under OSS-RBA, and the specific permits required beyond the NIB.
The Positive Investment List under Presidential Regulation No. 10 of 2021 replaced the earlier Negative Investment List and opened up far more sectors to 100% foreign ownership than the old rules allowed. Some sectors are still partially restricted or fully closed to foreign investment. If you pick a KBLI code that does not permit your intended ownership percentage, OSS-RBA will reject the application at the review stage.
For a sector-level overview and which industries are fully open to PT PMA, refer to InvestinAsia’s guide on foreign business ownership in Indonesia.
Supporting business activities that generate revenue must now be listed separately in the Articles of Association under BKPM Regulation No. 5 of 2025. General or broad KBLI classifications are no longer accepted. Each code must reflect an actual planned activity of the company.
The Nominee Arrangement Prohibition
Article 10(1) of Law No. 25 of 2007 explicitly prohibits nominee arrangements in PT PMA structures. A nominee arrangement occurs when an Indonesian citizen nominally holds shares on behalf of a foreign investor who actually controls those shares through side agreements, powers of attorney, or similar instruments.
Nominee arrangements are void under Indonesian law and expose both the nominee and the foreign investor to criminal liability. The legal route for foreign ownership is a properly structured PT PMA with genuine foreign shareholding as recorded in the Deed of Establishment and the Ministry of Law and Human Rights approval.
Not Sure If Your PT PMA Structure Is Compliant?
InvestinAsia’s legal consultants review shareholder composition, KBLI eligibility, and director arrangements before your notary appointment.
Capital Requirements Under BKPM Regulation No. 5 of 2025
When BKPM Regulation No. 5 of 2025 took effect on October 2, 2025, it changed the capital picture for PT PMA in two ways. The minimum paid-up capital dropped from IDR 10 billion to IDR 2.5 billion. The total investment plan threshold of more than IDR 10 billion per KBLI code, however, stayed exactly where it was. These are different figures with different roles, and mixing them up is where most first-time applicants run into problems.
For a detailed analysis of these capital figures and how they have shifted over time, InvestinAsia’s guide on PT PMA minimum capital provides additional context.
Authorized Capital, Issued Capital, and Paid-Up Capital Explained
Indonesian corporate law establishes three distinct capital tiers. Each has a different legal meaning and a different minimum threshold for PT PMA.
Authorized capital is the total maximum value of shares the company is legally permitted to issue, as stated in the Deed of Establishment. For a PT PMA, the minimum authorized capital must be at least IDR 10 billion. This figure represents the company’s long-term investment commitment, not an amount that must be deposited into a bank account at registration.
Issued capital is the portion of authorized capital that shareholders have agreed to subscribe to at incorporation. Under Indonesian corporate law, a minimum of 25% of authorized capital must be issued. For a PT PMA with IDR 10 billion in authorized capital, this translates to a minimum issued capital of IDR 2.5 billion.
Paid-up capital is the amount that must be fully paid by shareholders. It must equal the issued capital. BKPM Regulation No. 5 of 2025 set this at IDR 2.5 billion per company, not per KBLI. That is a 75% reduction from the previous IDR 10 billion threshold. The paid-up capital does not need to be deposited on the day of registration. A Capital Statement Letter signed by the shareholders is accepted at the deed preparation stage, with the actual bank deposit occurring after the company opens a corporate account following SK Kemenkumham approval.
Total Investment Plan vs Paid-Up Capital: The Critical Distinction
The total investment plan is a separate figure from paid-up capital, and confusing the two is one of the most common errors among first-time PT PMA applicants. The total investment plan must exceed IDR 10 billion per 5-digit KBLI code per project location, excluding the value of land and buildings in most sectors.
This figure is declared in the Articles of Association and monitored by BKPM through quarterly LKPM (Laporan Kegiatan Penanaman Modal) reports. It covers all forms of investment: equipment purchases, operational costs, marketing spend, and other business expenses. It is realized progressively over the company’s operating life, not deposited as a lump sum at registration.
Under the updated OSS-RBA system, automatic administrative sanctions apply if LKPM reporting shows zero capital realization for four consecutive quarters. That means the investment plan must represent a genuine operational roadmap, not a number you wrote in to clear a threshold. For guidance on the quarterly reporting process, InvestinAsia’s LKPM guide covers the submission requirements and the most common compliance mistakes.
Also read; LKPM Reporting for PT PMA / Foreign Companies in Indonesia
The 12-Month Capital Lock-Up Rule
BKPM Regulation No. 5 of 2025 introduced a 12-month lock-up on paid-up capital once it is deposited into the company’s corporate bank account. The IDR 2.5 billion cannot be withdrawn during that first year unless the withdrawal covers legitimate operational or capital expenditure costs.
BKPM added this rule to stop fictitious capital declarations, where investors declare IDR 2.5 billion at registration and then immediately withdraw it. In practice, this means treating the IDR 2.5 billion as the actual seed capital your business will run on for its first year, not as a registration deposit you get back.
The KBLI Multiplication Rule
The total investment plan threshold of more than IDR 10 billion applies per 5-digit KBLI code. If a PT PMA operates under two distinct KBLI codes representing genuinely different business activities, the combined investment plan must exceed IDR 20 billion.
The multiplication rule does not apply to supporting activities within the same primary business sector, as long as they are classified as ancillary under the same KBLI code. The line between primary and ancillary is not always obvious, and misclassifying it is one of the most common reasons for BKPM review delays and costly deed amendments. Confirm your KBLI selection against the classification manual before the deed is drafted, not after.
Industry-Specific Capital Exceptions
Two sector rules are worth knowing if they apply to your business.
For food and beverage businesses, the IDR 10 billion total investment plan requirement applies per city or regency, not per individual outlet. A PT PMA operating multiple restaurants across two cities would need an investment plan covering those two geographic locations, not a separate IDR 10 billion declaration per outlet.
For companies registered in Special Economic Zones or classified as tech-based startups meeting specific BKPM criteria, the minimum total investment plan threshold may be waived or reduced. Investors in these categories should confirm current exemption criteria directly with BKPM or through a licensed Indonesian investment consultant before structuring their capital declarations.
Also read; Industry-Specific Licenses Required After PT PMA Registration in Indonesia
How Capital Affects Investor KITAS Eligibility
The paid-up capital declared in the Deed of Establishment is one of the factors reviewed when a foreign shareholder applies for an Investor KITAS, which allows them to reside in Indonesia on the basis of their company ownership. The capital and investment value declared at registration should be sufficient to demonstrate that the company has genuine operations to oversee.
For foreign shareholders planning to live in Indonesia after incorporation, InvestinAsia’s Investor KITAS service can advise on how to align your capital structure with your stay permit applications from the outset, rather than discovering a mismatch after the deed is filed.
Document Requirements Before Registration
What you need to provide before registration depends on who your shareholders are and where they are based. The breakdown below organizes documents by source: shareholder documents, director and commissioner documents, domicile documents, and capital documents.
Each individual foreign shareholder must provide a valid passport with at least six months of remaining validity at the time of the notarial deed signing. A copy of the passport must be notarized and authenticated in accordance with Indonesia’s current apostille or legalization rules, as outlined in the authentication section below.
If the foreign shareholder is already resident in Indonesia, a copy of their KITAS or KITAP is also required. If they hold an Indonesian tax identification number (NPWP), this must be included in the documentation package submitted to the notary.
The shareholder’s current residential address must be confirmed through a document such as a utility bill, bank statement, or official government-issued address certificate from their home country. This document also requires authentication before the Indonesian notary can use it in deed preparation.
When the shareholder is a foreign legal entity rather than an individual, the documentation requirements are more extensive. The corporate shareholder must provide a Certificate of Incorporation or equivalent company registration document from its home jurisdiction.
A copy of the corporate shareholder’s Articles of Association or Memorandum of Association is required, together with a Board Resolution or Directors’ Resolution that formally authorizes the investment in the Indonesian PT PMA. This resolution must specifically name the individual who is authorized to sign the Deed of Establishment on behalf of the corporate entity.
A certificate confirming the corporate shareholder’s registered office address and good standing in its home jurisdiction is also required. All corporate documents must be apostilled or legalized, depending on the home country’s status under the Hague Convention. Every document that is not in Indonesian must also come with a sworn Indonesian translation.
Director and Commissioner Documents
Each Director and Commissioner must provide a copy of their valid passport or, for Indonesian citizens, their national identity card (KTP). A statement of willingness to serve in the appointed role, known as a Surat Pernyataan Kesediaan Menjadi Direktur or Komisaris, must be signed and included in the notarial documentation package.
Indonesian Directors and Commissioners must provide their NPWP. For foreign Directors, NPWP registration is typically completed after incorporation as part of the company’s tax registration process. A foreign Director who intends to reside and work in Indonesia must initiate the Investor KITAS or Work KITAS process separately, as this permit is not issued as part of the company registration itself.
Domicile and Address Documents
Every PT PMA must have a registered business address in Indonesia at the time of incorporation. Acceptable domicile documents include a lease agreement for a commercial property, a property ownership certificate (SHM or SHB), or a virtual office agreement with a licensed virtual office provider in a commercially-zoned location.
The registered address must comply with local spatial use regulations (KKPR). Commercial operations cannot be registered at a residential address. Some local governments still require a company domicile letter (SKDP) from the local kelurahan or sub-district office, though this requirement has been partially replaced by OSS-based domicile verification under Government Regulation No. 28 of 2025.
For PT PMAs registering in shared commercial or office buildings, the landlord’s Building Approval (PBG), Certificate of Proper Function (SLF), and NIB are now accepted as part of the tenant’s licensing package under the BKPM Regulation No. 5 of 2025 facilitation provisions. Tenants in these buildings no longer need to obtain a separate KKPR.
Capital and Corporate Documents
The Capital Statement Letter (Surat Pernyataan Modal Disetor) must be signed by all shareholders at the time the Deed of Establishment is prepared. This letter confirms the shareholders’ commitment to depositing the paid-up capital into the company’s corporate bank account once the account is opened following incorporation.
The Deed of Establishment itself is prepared in Indonesian, or bilingually, by a licensed Indonesian notary. It must state the authorized capital, issued capital, paid-up capital, KBLI codes, registered address, names and roles of all shareholders and management, and the company’s total investment plan value for each KBLI code.
After the Ministry of Law and Human Rights approves the deed and issues the SK Kemenkumham, the company proceeds to register for a NIB through OSS-RBA. The NIB is the company’s business identification number and the gateway to all subsequent operational licenses.
Authentication: Apostille, Legalization, and Sworn Translation
Indonesia joined the Hague Apostille Convention, with the convention taking effect locally on October 4, 2022. For shareholders based in countries that are also parties to the Convention, the apostille stamp applied by the issuing country’s competent authority replaces the previously required chain of consular legalization. For investors from most major economies, this cuts document preparation time from weeks to days.
For shareholders based in countries that are not members of the Hague Apostille Convention, the traditional legalization route applies. Documents must be notarized in the home country, then legalized by that country’s foreign ministry, and finally legalized by the Indonesian embassy or consulate in the home country before they can be used in Indonesia.
All foreign-language documents must be accompanied by a sworn translation into Indonesian, prepared by a certified sworn translator (Penerjemah Tersumpah) officially recognized in Indonesia. Corporate documents, shareholder resolutions, and identity documents in any language other than Indonesian are not accepted by a notary without a sworn translation.
For practical guidance on how document preparation fits into the overall registration timeline, InvestinAsia’s step-by-step PT PMA registration guide maps each document to the specific stage where it is required.
The 2026 rules reward investors who plan ahead. The paid-up capital is lower, but the lock-up is new. The KBLI rules are stricter. Getting structure, capital, and documents lined up before you sit down with your notary cuts out most of the delays we see. The PT PMA registration service at InvestinAsia starts with a pre-registration review of all three pillars before any formal filing begins.
How the Three Pillars Connect
Here is where the three pillars actually affect each other in practice.
Structure Determines Which Documents You Need
If your shareholder structure includes a corporate entity rather than only individuals, the document list grows fast. You will need the corporate shareholder’s incorporation certificate, Articles of Association, Board Resolution, good standing certificate, and a Power of Attorney for whoever signs the deed on the entity’s behalf. Changing from individual to corporate shareholders after the deed is signed requires a formal amendment through the Ministry of Law and Human Rights.
Capital Decisions Affect KITAS Eligibility and Compliance Timelines
The amount of paid-up capital declared at incorporation affects the company’s ability to sponsor Investor KITAS permits and to demonstrate genuine operational intent to BKPM during LKPM audits. If you declare the minimum IDR 2.5 billion specifically to reduce the lock-up exposure, that decision can come back when you apply for immigration permits or try to expand your KBLI scope later.
KBLI Selection Multiplies Both Capital Totals and Permit Requirements
Each additional KBLI code adds IDR 10 billion to your total investment plan commitment and may trigger additional sector-specific permits under OSS-RBA. Selecting more KBLI codes than necessary at incorporation to preserve future flexibility is a common and expensive mistake. Review your KBLI selection against your actual 12-month operational plan before the deed is drafted, not against a theoretical long-term business scope.
If your corporate shareholder is registered in a non-Hague Convention country, the legalization chain for its documents typically takes four to six weeks. Building this timeline into your overall registration schedule prevents the notary appointment from being delayed while awaiting authenticated documents. Individual foreign shareholders from Hague Convention countries can typically apostille their documents within days.
Ready to Register Your PT PMA in Indonesia?
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Frequently Asked Questions
No. Indonesian corporate law requires a minimum of two shareholders at incorporation. Both can be foreign individuals or foreign entities in sectors that permit 100% foreign ownership. A single-shareholder structure is not permitted under Law No. 40 of 2007 on Limited Liability Companies.
Does the IDR 2.5 billion paid-up capital need to be deposited before registration?
No. A Capital Statement Letter signed by the shareholders is accepted at the notarization stage. The actual deposit into a corporate bank account occurs after the company receives its SK Kemenkumham approval. Once deposited, the capital cannot be withdrawn for 12 months except for legitimate operational or capital expenditure use under BKPM Regulation No. 5 of 2025.
What happens if a PT PMA selects the wrong KBLI code?
An incorrect KBLI code causes the OSS-RBA system to assign the wrong risk level and license requirements, which can result in application delays or rejection. Correcting a KBLI code after the Deed of Establishment is notarized requires a formal amendment through the Ministry of Law and Human Rights, adding both time and cost. KBLI selection must be confirmed before the deed is drafted.
For shareholders based in countries that are parties to the Hague Apostille Convention, an apostille stamp is sufficient to authenticate most documents. However, apostilled documents must still be accompanied by a sworn Indonesian translation. For shareholders in non-Hague countries, the full legalization chain through the home country’s foreign ministry and the Indonesian consulate remains required.
Can a virtual office address be used to register a PT PMA?
Yes, provided the virtual office provider is licensed and operates in a commercially-zoned location. The virtual office agreement serves as the domicile document for OSS registration purposes. Some local governments still require an SKDP issued by the kelurahan, so it is advisable to confirm the specific requirement for the city or regency where the company will be registered.
How does the total investment plan differ from the paid-up capital for PT PMA?
Paid-up capital (IDR 2.5 billion per company) is the cash shareholders commit at incorporation and deposit into the corporate account after establishment. The total investment plan (more than IDR 10 billion per KBLI code) represents everything the company intends to invest over its operating life, including equipment, rent, payroll, and other costs. The investment plan is realized progressively and tracked through quarterly LKPM reports submitted to BKPM.
References
1. Regulation of the Investment Coordinating Board (BKPM) No. 5 of 2025 on Guidelines and Procedures for the Implementation of Risk-Based Business Licensing and Investment Facilities through the OSS System. Effective October 2, 2025.
https://oss.go.id
2. Government Regulation No. 28 of 2025 on the Implementation of Risk-Based Business Licensing (GR 28/2025).
https://peraturan.bpk.go.id
3. Law No. 40 of 2007 on Limited Liability Companies (Undang-Undang Perseroan Terbatas). Ministry of Law and Human Rights, Republic of Indonesia.
https://peraturan.bpk.go.id
4. Law No. 25 of 2007 on Investment (Undang-Undang Penanaman Modal). Investment Coordinating Board of Indonesia.
https://www.bkpm.go.id
5. Presidential Regulation No. 10 of 2021 on the Investment Business Field (Positive Investment List / Daftar Prioritas Investasi). Secretariat of State, Republic of Indonesia.
https://peraturan.bpk.go.id
