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A ready made company in Indonesia is a perseroan terbatas (PT) that is already entered in the company register of the Ministry of Law and holds its business identification number (NIB) in the OSS system, but has not traded. Shelf company in Indonesia, Indonesia company for sale and buying a company in Indonesia all describe the same transaction: the shares change hands, while the legal entity, its registration date and its NIB stay. Shelf companies are much rarer in Indonesia than in markets such as the UK or Hong Kong, so each one should be judged on what its registration actually holds.
Two kinds of company can be offered. One is an existing PT PMA, already registered with foreign capital, where only the foreign owners change. The other is a local PT owned by Indonesians (a PMDN company), which becomes a PT PMA the moment a foreign buyer takes any of its shares. The second case needs the closer look, because the conversion brings every rule of foreign investment with it.
| Item | Position after the purchase |
|---|---|
| Legal entity and registration date | Unchanged; the PT remains the same company in the public register |
| Deed of establishment and articles | Stay in force; any later amendment needs a notarial deed in Indonesian |
| NIB | The same number; OSS records the new shareholders, their countries, the investment status and any new KBLI codes |
| Standard certificates and licences | Remain with the company for the activities they cover, subject to any adjustment a change to PMA status requires; a new activity needs its own |
| Tax number and filings | The NPWP and every return filed, or missed, stay with the company |
| Directors and commissioners | Where replaced, appointed by the shareholders and notified to the Minister of Law within 30 days |
| Capital | Raised to at least IDR 2.5 billion paid up where a local PT converting to PMA status holds less |
| Beneficial owner | Updated to the buyer |
| Bank account | Stays with the company if the bank keeps it after reviewing the buyer |
BKPM Regulation No. 5 of 2025 deals with the conversion head on. Under Article 227(2) a PMDN company changes to PMA status when it sells or transfers part or all of its shares to a foreign individual, a foreign company or a PMA company, and the change must still comply with the Presidential Regulation on investment business fields. Article 227(6) then requires the company to adjust to the investment value and capital rules, the licensing requirements and the risk level that apply to a PMA. Subsidiaries of the converted company follow it into PMA status.
In practice that means four checks before a foreign buyer signs:
Keeping the Indonesian sellers on the share register as a front is not an alternative. Article 33 of the Investment Law makes any agreement or statement that shares in a PT are held for another person void by law, so the foreign buyer would own nothing enforceable.
| Stage | Rule | Basis |
|---|---|---|
| Restrictions in the articles | The articles may require an offer first to the other shareholders, approval of a company organ or approval of an authority; an unanswered offer frees the seller after 30 days, and an organ that stays silent for 90 days is deemed to approve | Company Law Arts. 57 to 59 |
| Takeover notice | Where the purchase changes control, a summary is announced in a newspaper and to employees at least 30 days before the shareholders’ meeting is called; creditors may object within 14 days | Arts. 125, 127(2), (4) and (8) |
| Transfer deed | Shares pass by a deed of transfer, which may be private; the deed of a takeover bought directly from the shareholders must be notarial and in Indonesian | Art. 56(1) and elucidation; Art. 128(2) |
| Register and Ministry | The directors enter the transfer in the shareholder register and notify the Minister within 30 days, attaching a copy of the deed | Arts. 56(3), 131(2) |
| Result notice | The directors announce the completed takeover in a newspaper within 30 days of its effective date | Art. 133(2) |
| OSS update | Shareholders, their countries, investment status and capital plan changed in OSS and validated against the Ministry of Law’s records | BKPM Reg. 5/2025 Arts. 226, 227 |
Where control changes, the 30-day notice before the shareholders’ meeting is called sets the minimum lead time. Until the Minister has been notified of the new shareholders, Article 56(4) requires the Ministry to refuse any application or notification based on them. Documents signed abroad, such as a corporate buyer’s articles or a power of attorney, need an apostille where the issuing country is a party to the Convention, which Indonesia has applied since 4 June 2022.
Where the buyer replaces the sellers’ directors and commissioners, the shareholders appoint the new members (Company Law, Articles 94 and 111), and the directors notify the Minister of the change within 30 days of the resolution; until then the Ministry refuses filings made by directors who are not yet recorded (Article 94(7) and (8)). The new board members may be foreign: the Company Law tests legal capacity and past bankruptcies or financial crimes, not nationality.
A PT must keep at least two shareholders. A single foreign buyer who takes every share has six months under Article 7(5) of the Company Law to bring in a second shareholder, for example a parent company and its owner, or a second group company. After that the sole shareholder becomes personally liable for the company’s obligations and a court may dissolve it.
A non-resident who sells shares in an unlisted Indonesian company is subject to withholding tax of 5% of the transfer value unless a tax treaty exempts the sale (Deloitte, Indonesia Highlights 2026). Agree before completion who withholds and reports it.
The company’s own tax record transfers whole: its NPWP, monthly returns due by the 20th, annual returns due within four months of year end, and any VAT registration it holds. Since Government Regulation No. 20 of 2026 took effect on 22 April 2026, the 0.5% final tax on small turnover covers only individuals, one-person companies and cooperatives; a PT already using it may continue only until its existing period under the 2022 regulation ends. Check which regime the shelf company has filed under, because the general rules, 22% with the small-company reduction where it applies, take over once that period ends or if it never started.
An existing account belongs to the company and stays with it through the share sale, but the bank reviews the new owners and directors and may keep the account, ask for more information or close it. For a company converting to PMA status the account matters more than usual: the paid-up capital raised to the PMA minimum must stay in the company’s account for at least 12 months, apart from spending on assets, buildings or operations, and transactions carried out in Indonesia must be denominated in rupiah, with exemptions. Our page on shelf companies with bank accounts describes how a bank’s change-of-ownership review runs, and bank accounts for Indonesian companies covers opening one locally.
The company register kept by the Minister of Law is open to the public and records the name, seat, objects, capital, deed numbers and the names of the shareholders, directors and commissioners (Company Law, Article 29). Compare it with the deed of establishment and every amendment, and with the shareholder register the directors keep under Article 50. Then read the articles for transfer restrictions.
From the OSS side, ask for the NIB with its investment status and KBLI list, the standard certificates or licences issued, and the LKPM reports filed: quarterly for a medium or large business, half-yearly for a small one. From the tax side, ask for the NPWP and the returns since incorporation. A company whose codes are not open to foreign capital, or whose filings are missing, adds work rather than saving it.
For most foreign owners a purchase in Indonesia is not a shortcut. The PMA capital, the investment value per code and location, and the business field rules apply to a converted local PT exactly as to a new one, and the takeover notices add their own waiting periods. Buy when the registration date, licences already issued for the codes you need, or a clean filing history matter to you or your counterparties. Otherwise PT PMA company formation in Indonesia lets you choose the name, codes and shareholding from the start, and our guide to aged shelf companies discusses what a company’s age does and does not prove.
In an Indonesian purchase we can supply a ready-made company or form a new one, prepare the transfer or formation documents and the registry and OSS filings, and help assemble the bank application. Where we have a working contact at a suitable bank we can make an introduction; the decision stays with the bank. Our Indonesia company guide covers the country as a whole.
Yes. Article 5(3) of the Investment Law lets investors enter a PT by buying shares as well as by founding one. If the company is a local PT, the purchase turns it into a PT PMA under Article 227 of BKPM Regulation No. 5 of 2025, so its KBLI codes must be open to foreign capital and it must meet the PMA capital and investment rules.
No. After a change to PMA status the company must adjust to the investment value and capital rules that apply to a PMA (Article 227(6)), which means paid-up capital of at least IDR 2.5 billion and an investment plan above IDR 10 billion per code and location outside land and buildings. Raising authorised capital also needs the Minister of Law’s approval.
Not always. The Company Law accepts a private deed of transfer for an ordinary sale of shares. Where the purchase changes control of the company and is made directly from the shareholders, Article 128(2) requires a notarial deed in Indonesian, and the takeover is first announced in a newspaper and to employees, which opens a 14-day window for creditors to object.
A non-resident seller of shares in an unlisted Indonesian company is subject to withholding tax at 5% of the transfer value unless a treaty exempts it. A resident company that sells includes the gain in its taxable income. The company keeps its own tax record, including missed returns, so the buyer should see every filing before signing.
The company keeps its NIB, because each business holds one NIB as its identity. The purchase is recorded as a change of data in OSS: new shareholders and their countries, the investment status and, where needed, new KBLI codes. Standard certificates and licences stay with the company for the activities they cover, adjusted where PMA status requires it, while a new activity needs its own licence.
Not alone for long. A PT must have at least two shareholders, and a sole shareholder has six months to transfer a share or issue new shares to someone else before becoming personally liable and exposing the company to dissolution. Two related parties, such as a parent company and a group company, satisfy the rule.
Looking at an existing Indonesian PT? Ask us which ready-made companies are available now and for each one’s register extract and NIB, so you can check the KBLI codes and capital against the PMA rules before anything is signed. Telegram and WhatsApp reach us at +48 663 247 166.