INDONESIA LAW AND PRACTICE Contributed by: Agus Ahadi Deradjat (Agung), Gustaaf Reerink, Adri Dharma, Karina Widyaputri and Ilma Sulistyani, ABNR Counsellors at Law
3. Filing with the Ministry of Law (MOL). Within 60 calendar days of executing the DOE, the notary must file the DOE and its ancillary documents through the MOL’s online system. Approval from the MOL may be granted on the same day fol - lowing submission of all required documenta - tion. Upon approval, the company obtains legal entity status and is authorised to conduct legal actions in its own name. The formal incorporation process is quite straight forward and not too time consuming. The pro - cess can be completed within a few days. How - ever, investors must consider time required for the founders to prepare the AOA and ancillary documents, including execution of these docu - ments. 3.3 Ongoing Reporting and Disclosure Obligations Indonesian private PTs are subject to several mandatory filing and reporting requirements, including the following. 1. Filing of company data with the MOL – in relation to company establishment and ongoing corporate governance matters – such as amend - ments to the AOA, changes in shareholding, and changes in the composition of the Board of Directors (BOD) or Board of Commissioners (BOC), every PT must submit filings to the MOL. These corporate actions must be formalised through a notarial deed, which is then submitted to the MOL for approval (in the case of establish - ment and certain AOA amendments) or notifica - tion, as applicable. In practice, these filings are facilitated by the notary who prepares the deed. 2. Registration of beneficial owner (BO) – to sup - port efforts in combating money laundering and terrorism financing, the Indonesian government requires corporations – including PTs, founda -
tions, and co-operatives – to identify and report their beneficial owners. Pursuant to Presidential Regulation No 13 of 2018 on the Identification of Beneficial Owners of Corporations, companies must conduct a self-assessment to determine their individual BOs based on the following cri - teria: • ownership of more than 25% of shares; • control of more than 25% of voting rights as stated in the AOA; • entitlement to more than 25% of the com - pany’s annual profits; • authority to appoint or remove members of the board; • authority to control the company without requiring approval from others; • receipt of benefits from the company; and/or • actual ownership of the funds. The BO information must then be submitted to the MOL. This submission is typically facilitated by a notary, acting under a power of attorney. 3. Investment activity report – as mandated by BKPM Regulation No 5 of 2021, all business entities are required to submit periodic invest - ment activity reports ( Laporan Kegiatan Penana- man Modal or LKPM) on a quarterly basis. These reports detail the realisation of the company’s investment plans and are recorded in the OSS system. 4. Other sector-specific reporting obligations – depending on the nature of its business activi - ties, a PT may also be subject to additional reporting requirements, such as import realisa - tion reports, environmental compliance reports, and humanpower-related filings.
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