| Engagement snapshot | |
|---|---|
| Client archetype | Foreign-owned services and technology-enabled services company; non-Indonesian parent |
| Service lines | PT PMA set-up and licensing; post-licence compliance set-up |
| Jurisdiction | Indonesia (governing); parent's home-country law out of scope |
| Engagement model | One-off set-up, then post-licence compliance set-up |
| Frameworks | PP 28/2025 · Permen Investasi dan Hilirisasi/BKPM 5/2025 · Perpres 10/2021 jo. 49/2021 · Peraturan BPS 7/2025 (KBLI 2025) · Permenkum 49/2025 |
| Team shape | Partner-led; manager; senior; working alongside the client's notary and counsel |
What was the challenge?
The company had to plan a PT PMA (Perseroan Terbatas Penanaman Modal Asing, foreign-investment limited liability company) while the rules were being replaced. PP 28/2025 replaced PP 5/2021 on 05 Jun 2025. Permen Investasi dan Hilirisasi/BKPM 5/2025 replaced three BKPM regulations on 02 Oct 2025. Checklists written earlier carry the wrong instruments, thresholds or codes.
| Challenge | Operational reality | Business risk |
|---|---|---|
| Replaced rule set | New applications use KBLI 2025 (Klasifikasi Baku Lapangan Usaha Indonesia) from 15 Jun 2026 | A plan on superseded checklists carries wrong codes and thresholds |
| Activity-to-code mapping | Each service activity maps to a five-digit code with its own investment test | Surplus codes inflate capital; a missing code leaves an activity unlicensed |
| Capital rules | Investment above IDR 10 billion excluding land and buildings per code per location; paid-up capital of at least IDR 2.5 billion per PT | The parent funds the wrong amount or breaches the 12-month transfer limit on placed capital |
| Three-system sequence | Legal entity in the Ministry of Law system, licence in OSS (Online Single Submission), tax in Coretax | A step started before its prerequisite stalls the file |
| Post-licence duties | LKPM (Laporan Kegiatan Penanaman Modal, investment activity report), annual beneficial-owner update, BPJS enrolment | Missed filings escalate to warnings, suspension or blocked system access |
How did JCSS Indonesia approach it?
We fixed the activity codes first, because every later number depends on them.
Scope-to-KBLI mapping. We mapped each planned activity to five-digit KBLI 2025 codes using the BPS 2020-to-2025 conversion table. Artefact: an activity-to-code matrix.
Positive Investment List check. Perpres 10/2021 jo. 49/2021, Article 2, opens all fields unless closed or reserved to central government; conditions sit in its annexes. We tested each code against them and dated the memo, because a revision of the list has been signalled (DDTCNews, 03 Feb 2026). Artefact: an eligibility memo by code.
Investment and capital plan. We applied Permen 5/2025, Articles 26(2), 26(10) and 27(1), to each code and project location. Artefact: an investment schedule excluding land and buildings, and a paid-up capital timeline.
Incorporation and licensing sequence. The notary files the incorporation application, with beneficial-owner documents, through SABH (Sistem Administrasi Badan Hukum) under Permenkum 49/2025, Articles 3 and 6. The NIB (Nomor Induk Berusaha, business identification number) follows through OSS under Permen 5/2025, Article 16, then any licences the risk level requires. Artefact: a dependency map and document checklist.
Tax and employer registration. We prepared the NPWP and PKP steps in Coretax (PMK 81/2024) and BPJS enrolment (UU 24/2011, Article 15(1)). Artefact: a registration checklist.
Post-licence calendar. We scheduled LKPM (Permen 5/2025, Article 5(c)) and the annual beneficial-owner update (Permenkum 2/2025, Article 3(1)(a)). Artefact: a calendar with a named owner for each filing.
Why this approach: Article 26(2) counts investment per five-digit code per location. A broad activity list at incorporation would have enlarged capital and licence scope untested. We rejected that route and sized the entity from the narrowest defensible code set. Notarial and legal steps stayed with the client's counsel.
What were the results?
The PT PMA was set up on a tested KBLI 2025 code set, a capital plan built to Article 26, and a dated rule baseline.
| Result | What was delivered | Why it matters |
|---|---|---|
| Rule baseline | Register of instruments in force at the time of filing | Board, notary and counsel worked from one current basis |
| Code and ownership position | KBLI 2025 matrix with eligibility memo | Every activity was tested before capital was committed |
| Capital plan | Investment schedule and paid-up capital timeline | The parent funded the entity to the Article 26 tests |
| Sequence | Dependency map across SABH, OSS and Coretax | No step started before its prerequisite |
| Post-licence control | Calendar of LKPM and beneficial-owner filings | Each recurring duty had an owner before it fell due |
Which frameworks and regulations applied?
- PP 28/2025: risk-based licensing; in force 05 Jun 2025.
- Permen Investasi dan Hilirisasi/BKPM 5/2025: licensing, investment value, capital, LKPM; in force 02 Oct 2025.
- Perpres 49/2021 amending Perpres 10/2021: investment business fields (Positive Investment List).
- Peraturan BPS 7/2025 (KBLI 2025): classification and 2020-to-2025 conversion table.
- Permenkum 49/2025: establishment of a PT through SABH.
- Permenkum 2/2025: beneficial-owner verification and supervision.
- UU 24/2011, Article 15(1): employer registration with BPJS.
- PMK 81/2024: Coretax from 01 Jan 2025.
What should CFOs and regional MDs take from this engagement?
Three lessons apply to any foreign-owned entry into Indonesia under the current rules.
- Fix the five-digit KBLI 2025 codes before the capital figure, because Permen 5/2025, Article 26(2), tests investment per code per location.
- Treat PP 28/2025, Permen 5/2025, Peraturan BPS 7/2025 and Permenkum 49/2025 as the baseline and retire earlier checklists.
- Build the LKPM and beneficial-owner calendar before incorporation, because both duties start as soon as the entity exists.
Frequently asked questions
What is the minimum investment and capital for a PT PMA in Indonesia?
Permen Investasi dan Hilirisasi/BKPM 5/2025, Article 26(2), requires total investment above IDR 10 billion, excluding land and buildings, per five-digit KBLI per project location. Article 26(10) sets paid-up capital at no less than IDR 2.5 billion per PT, unless another rule applies. Article 27(1) restricts transfers of placed capital out of the company account for 12 months, with stated exceptions.
Is PP 5/2021 still the risk-based licensing regulation in Indonesia?
No. PP 28/2025 took effect on 05 Jun 2025 and revoked PP 5/2021. Permen Investasi dan Hilirisasi/BKPM 5/2025 took effect on 02 Oct 2025 and revoked BKPM Regulations 3/2021, 4/2021 and 5/2021. Checklists that cite the earlier instruments should be retired.
Which KBLI version does a new PT PMA use?
KBLI 2025, set by Peraturan BPS 7/2025. AHU Online and OSS apply it to establishment applications filed from 15 Jun 2026, as reported by DDTCNews. BPS states that permits issued earlier remain valid, and that businesses adjust through OSS or AHU when the substance of their activity changes.
Who files LKPM in Indonesia, and how often?
The business actor holding an NIB files LKPM through OSS (Permen Investasi dan Hilirisasi/BKPM 5/2025, Article 5(c)). Micro enterprises are exempt. Small enterprises report semi-annually; medium and large enterprises quarterly, with windows closing on the 15th of the month after each period, per BKPM's 2026 briefing material.
Does a new PT PMA have beneficial-owner duties?
Yes. Permenkum 49/2025, Article 6(1)(i), requires beneficial-owner documents with the incorporation application. Permenkum 2/2025, Article 3(1)(a), then requires every corporation to update beneficial-owner information once a year. Non-compliance can lead to a warning, blacklist publication and blocked AHU Online access.
How long does a PT PMA set-up take in Indonesia?
No statutory day-count covers the whole sequence. PP 28/2025 introduces service levels for individual licensing stages, but the total depends on the risk level of each KBLI, notarial work, location approvals and file completeness. JCSS Indonesia plans from the dependencies between steps, not from a promised duration.