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PT PMA is shorthand for perseroan terbatas penanaman modal asing, a limited liability company with foreign capital. Article 5(2) of the Investment Law (Law No. 25 of 2007) requires foreign investment to take the form of a PT under Indonesian law, domiciled in Indonesia, unless another law says otherwise. There is no separate foreign company form: a PT becomes a PT PMA as soon as one shareholder is a foreign individual, a foreign company or another PMA company, whether the foreign side holds 1% or 100%.
Company registration in Indonesia therefore runs on two tracks. The Ministry of Law keeps the company register and gives the PT its legal personality; the OSS system of the Ministry of Investment and Downstreaming (BKPM) issues the business identification number (NIB) and the licences the activity needs. A foreign company registration in Indonesia is complete only when both are in place and the tax number has been issued.
Every activity is classified under a five-digit KBLI code, and the code decides almost everything else: whether foreign capital is allowed, how much must be invested, and which licence applies. Under Article 12 of the Investment Law all business fields are open except those declared closed or open with conditions, and the list is set by Presidential Regulation No. 10 of 2021 on investment business fields, as amended by Presidential Regulation No. 49 of 2021. This is the Positive Investment List, still the version cited by the current BKPM rules.
The list sorts open fields into four groups: priority fields, fields allocated to or run in partnership with cooperatives and micro, small and medium businesses, fields with specific requirements, and everything else, which is open without conditions. Specific requirements mean one of three things: the field is reserved for domestic investors, foreign ownership is capped at a stated percentage, or a special licence is needed. Because BKPM Regulation No. 5 of 2025 classes every PMA as a large business, fields allocated to small businesses and cooperatives are not available to a PT PMA, and some fields admit large businesses only in partnership with them.
| Requirement | Rule | Basis |
|---|---|---|
| Shareholders | At least two, individuals or companies of any nationality; the one-person perseroan perorangan is open only to Indonesian citizens | Company Law Art. 7(1) as amended; PP 8/2021 Art. 6 |
| Directors | One or more; any nationality; a natural person with legal capacity and no recent bankruptcy or financial crime conviction | Company Law Arts. 92(3), 93(1) |
| Commissioners | One or more, supervising the directors; same eligibility test | Company Law Arts. 108(3), 110(1) |
| Paid-up capital | At least IDR 2.5 billion issued and paid up per company, unless a sector rule asks for more | BKPM Reg. 5/2025 Art. 26(10) |
| Investment plan | Total investment above IDR 10 billion, excluding land and buildings, per five-digit KBLI per project location | BKPM Reg. 5/2025 Art. 26(2) |
| Seat and address | A seat in Indonesia with a full address; the business location must pass spatial conformity (KKPR) | Company Law Art. 5; BKPM Reg. 5/2025 Art. 12 |
| Deed | Notarial deed in Indonesian; founders may sign through an attorney | Company Law Arts. 7(1), 8(3) |
No Indonesian director, resident secretary or local agent is required by the Company Law or the BKPM rules. That differs from Singapore, where one shareholder is enough but at least one director must be ordinarily resident, as our Singapore company guide explains.
Two separate numbers apply, and they are easily confused. The first is capital: since BKPM Regulation No. 5 of 2025 took effect on 2 October 2025, a PT PMA needs issued and paid-up capital of at least IDR 2.5 billion per company (Article 26(10)); the regulation revoked the three BKPM regulations of 2021 that it replaced. Under the Company Law the founders choose the authorised capital, at least a quarter of it must be issued and fully paid, and proof of payment is filed electronically with the Minister of Law within 60 days of the deed (PP 8/2021, Articles 3 and 4).
The second is the investment value. A PMA must plan total investment above IDR 10 billion, excluding land and buildings, for each five-digit KBLI at each project location (Article 26(2)). The regulation groups some activities differently:
Paid-up capital is also locked: Article 27 forbids moving it out of the company’s account for at least 12 months from payment, except to buy assets, construct buildings or fund operations, and the company commits to this by a self-declaration in OSS.
| Step | What happens |
|---|---|
| 1. Field check | Choose the KBLI codes, confirm they are open to foreign capital and note their risk level |
| 2. Company name | The name is applied for first; the electronic filing cannot start without it |
| 3. Deed of establishment | Signed before an Indonesian notary, in Indonesian, listing founders, first directors and commissioners with their nationality, and the shares taken up |
| 4. Ministry of Law | The founders, or the notary they authorise, file the data electronically through the legal entity administration system; the PT becomes a legal entity once registered and given proof of registration |
| 5. Capital | At least 25% of authorised capital paid, and at least IDR 2.5 billion for a PMA; proof filed within 60 days of the deed |
| 6. Tax number | NPWP applied for online with the deed and the identity documents of all board members |
| 7. NIB in OSS | One NIB per company, showing PMA status and KBLI codes; it also acts as customs access, importer number and social security registration |
| 8. Basic requirements | Spatial conformity (KKPR), environmental approval, and building approval where the company builds |
| 9. Licence by risk | Issued in OSS according to the activity’s risk level (see below) |
Founders who cannot travel may appoint an attorney to sign the deed (Company Law, Article 8(3)), and only a notary may file the registration on their behalf (Article 9(3)). How long the licence stage takes depends on the activity’s risk level and on the authority that verifies it.
Under Government Regulation No. 28 of 2025 on risk-based licensing and Article 186 of the BKPM regulation, the risk level of each KBLI decides what a business licence in Indonesia consists of:
| Risk level | Licence held |
|---|---|
| Low | NIB only |
| Medium-low | NIB and a standard certificate without verification |
| Medium-high | NIB and a standard certificate verified by the authority |
| High | NIB and a licence (izin) granted before operations |
Sector rules may add supporting licences for the operational stage (PB UMKU). Because OSS issues the NIB having regard to the minimum investment, capital, business field and risk rules, the PMA capital test is applied at this point rather than discovered later.
A foreign individual shareholder is identified by a valid passport. A foreign corporate shareholder files its articles of association legalised by the competent apostille authority or by the Indonesian embassy or consulate in its home country (BKPM Regulation No. 5 of 2025, Article 23(14)). Indonesia has applied the Apostille Convention since 4 June 2022, so documents from other member states need an apostille rather than consular legalisation.
A PT PMA in Bali is formed under the same national rules as anywhere else. What changes is how the investment value is counted for the activities common on the island. A villa or hotel business is accommodation, so land and buildings count towards the IDR 10 billion. A restaurant or café is assessed per regency or city, so two outlets in Badung count as one location while a third in Denpasar is another. Every location must also obtain spatial utilisation conformity (KKPR) before licences follow.
| Obligation | Rule for a PT PMA |
|---|---|
| Investment report (LKPM) | Quarterly, as a large business: due by 15 April, 15 July, 15 October and 15 January |
| Corporate income tax | 22%; the 0.5% turnover regime is closed to new ordinary PTs since Government Regulation No. 20 of 2026 (22 April 2026) |
| VAT | Registration once taxable deliveries exceed IDR 4.8 billion a year; 12% rate applied on an 11/12 base for most supplies |
| Tax returns | Monthly by the 20th; annual return within four months of year end, extendable by two |
| Annual report | Presented to the shareholders within six months of year end |
| Audit | Required where assets or turnover reach IDR 50 billion, among other triggers |
| Beneficial owner | Named and updated every year |
Article 33 of the Investment Law forbids investors in a PT to agree or declare that shares are held for and on behalf of someone else, and declares any such agreement void by law. An Indonesian who holds shares on paper for a foreign owner is therefore not a lawful route into a field closed or capped for foreign capital: the arrangement gives the foreign party no enforceable right. Where a field is capped, the cap is met with genuine Indonesian co-owners; where it is closed, no structure opens it.
Forming new suits most foreign owners, because the capital, investment value and field rules apply whichever route is taken. An existing company can still help when its registration date, licences already issued for the right KBLI codes or its tax history matter to you. Buying a local PT converts it to PMA status and brings the same capital obligations, which ready-made shelf companies in Indonesia explains, together with the share transfer itself. Our guide to off-the-shelf companies covers the idea in general.
For an Indonesian formation we can form a new PT PMA or supply a ready-made company, prepare the formation or transfer documents and the filings, and help prepare the bank application. Where we have a working contact at a suitable bank, we can make an introduction, and the bank alone decides. Opening the account is covered on bank accounts for Indonesian companies, and the country as a whole on our Indonesia company guide.
Yes, through a PT PMA, the limited liability company form that Article 5(2) of the Investment Law prescribes for foreign investment. Foreigners may own up to 100% in fields the Positive Investment List leaves open, need a second shareholder because a PT has at least two, and must meet the PMA capital and investment value rules. Fields reserved for domestic investors or small businesses remain closed to them.
Issued and paid-up capital of at least IDR 2.5 billion per company under Article 26(10) of BKPM Regulation No. 5 of 2025, unless a sector rule requires more. Separately, the investment plan must exceed IDR 10 billion, excluding land and buildings, per five-digit KBLI per location. Paid-up capital stays in the company account for at least 12 months except for asset purchases, construction or operations.
Passports of foreign individual shareholders, directors and commissioners; for a corporate shareholder, its articles legalised by an apostille or by the Indonesian embassy; a power of attorney if a founder signs through someone else; and the details for the deed: name, address in Indonesia, capital, KBLI codes and board members. The tax number application then uses the registered deed and the board members’ passports.
No. The Company Law sets the number of directors and commissioners and a capacity test, not a nationality or residence rule, and the shareholders may all be foreign. An Indonesian partner is needed only where the list caps foreign ownership in your field, and then as a genuine owner, since Article 33 voids nominee agreements.
Pick the KBLI codes first and check each one against the Positive Investment List, since any code may carry conditions such as a foreign ownership cap. For wholesale the IDR 10 billion investment value is counted per four-digit KBLI group rather than per five-digit code. A company that imports goods for resale chooses the general importer identification number, which its NIB then carries, when registering in OSS.
Yes, under the same national rules as anywhere in Indonesia. For villas, hotels and property projects, land and buildings count towards the IDR 10 billion investment value; restaurants and cafés are assessed per regency or city. The site must pass spatial conformity before licences are issued, so the location is worth fixing before the deed.
Planning a PT PMA? Send us your activity and planned shareholding and we will check the KBLI codes against the Positive Investment List and set out what an Indonesian formation would need. Telegram and WhatsApp reach us at +48 663 247 166.