How Should You Structure a PT PMA Under Indonesia’s New 2025 Licensing Framework?

Introduction: Why GR 28/2025 Changes the Way Foreigners Must Structure Their PT PMA

Indonesia’s Government Regulation No. 28 of 2025 (GR 28/2025) represents one of the biggest shifts in the country’s risk-based licensing regime since OSS RBA was launched in 2021. These updates affect how PT and PT PMA companies register, renew, update their business activities, and obtain sectoral licenses through OSS/IBOSS.

Foreign investors exploring Indonesia in 2025 must now think beyond simply “registering a PT PMA.” You must structure your business around:

• Updated risk classifications
• Stricter OSS/IBOSS validation
• Positive fiction timelines
• New KBLI accuracy rules
• Sectoral licensing integration
• FTZ-specific requirements
• 2026 compliance expectations (especially for high-risk sectors)

Meanwhile, existing PT/ PT PMA companies must ensure their current licenses, KBLI codes, and NIB remain compliant and correctly classified under the new framework.

This guide explains how to structure a new PT PMA, how to restructure your existing PT PMA, and how to stay compliant into 2026, when Indonesia will begin fully enforcing GR 28/2025.

What Are the Key Changes Under Indonesia’s GR 28/2025 Risk-Based Licensing?

Why Did the Government Update the Licensing Framework?

GR 28/2025 aims to:

• Simplify and unify licensing across ministries
• Strengthen risk assessment for foreign-owned sectors
• Increase transparency through OSS/IBOSS
• Enforce more accurate KBLI listings
• Reduce delays through “positive fiction” (automatic approvals after deadlines)
• Integrate Free Trade Zone (FTZ) licensing into OSS
• Clarify capital vs. activity requirements for foreign investors

These changes require companies to be more accurate, more compliant, and more consistent when structuring their business.

What New Risk Categories Should PT PMA Investors Understand?

Indonesia continues its 3-tier risk model, but GR 28/2025 updates how activities are assessed:

Low Risk (LR)

• Only need NIB
• Common for general trading, light services
• Simplest pathway for PT PMA setup

Medium Risk (MR)

• NIB + Standard Certificate
• Requires additional self-declaration
• Some tech, consulting, logistics categories fall here

High Risk (HR)

• NIB + Standard Certificate + Sectoral License
• Ministries (BKPM, Kemenkes, BPOM, ESDM, Kominfo, etc.) must approve
• FTZ operations fall under high-risk supervision

For 2025–2026, more KBLI codes are being reclassified as MR or HR, meaning foreign investors should expect stricter licensing depending on sector.

How Should You Structure a New PT PMA Under GR 28/2025?

1. Which KBLI Codes Should You Choose Under the New Licensing Rules?

Choosing the wrong KBLI is now the #1 cause of:

• Licensing delays
• Sectoral approval failures
• Inability to operate legally
• OSS/IBOSS rejection

How to choose the right KBLI in 2025–2026:

• Identify all planned revenue streams
• Confirm whether they fall under LR, MR, or HR
• Check sector restrictions for foreign ownership
• Validate overlap between multiple KBLIs
• Ensure KBLI codes match intended business model
• Prepare documentation for HR activities

Tip: Avoid “catch-all” KBLIs — Indonesia is phasing these out.

2. How Should You Structure Shareholding for a PT PMA?

Foreign ownership rules remain aligned with the Positive Investment List, but GR 28/2025 enforces:

• Stricter sector classification
• Clearer minimum investment thresholds
• More consistent capital declarations

Shareholding structure guidance:

• Ensure direct foreign ownership is permitted for the chosen KBLI
• Use a Nominee Director only if legally compliant (avoid grey solutions)
• Prepare for stricter capital reporting in 2026
• Maintain accurate share subscription documents
• FTZ companies should structure for import/export privileges

3. What Capital Requirements Apply Under the Updated Framework?

PT PMA capital norms remain:

• Minimum IDR 10 billion total investment
• IDR 2.5 billion issued capital recommended

However, under GR 28/2025:

• Capital must align clearly with risk category
• HR sectors may require proof of capital realisation
• FTZ companies must declare operational capacity

2026 expectation:

Verification of capital injection may become mandatory for HR and FTZ categories.

4. How Should You Structure Your Business Activities for Risk Compliance?

Each KBLI carries a risk score based on:

• Public health impact
• Environmental exposure
• Technology risk
• Sector supervision level

To structure effectively:

Combine Low-Risk + High-Risk KBLIs wisely

Avoid mixing incompatible activities unless necessary.

Isolate regulated and unregulated operations

Some PT PMA investors create:

• Main PT PMA (core operations)
• Subsidiary or branch (regulated/HR activities)

Align company purpose with licensing expectations

Sector ministries cross-check:

• Business plan
• Staffing
• Technology
• Capital use
• Facility readiness

If anything looks inconsistent, OSS/IBOSS will trigger manual review.

5. How Does OSS/IBOSS Licensing Work Under GR 28/2025?

Indonesia is strengthening OSS RBA and IBOSS integration so that:

• All licenses must match the exact KBLI
• All risk classifications must be verified
• All documents must be consistent across ministries
• All PT PMA licenses must be unified under NIB

New OSS features in 2025–2026:

• Real-time ministry approval tracking
• Automatic rejection for inconsistent data
• Strengthened cross-ministry verification
• Positive fiction for delayed approvals
• Mandatory updates for legacy licenses before 2026

How Should Existing PT and PT PMA Companies Re-Structure for 2026 Compliance?

Even existing companies must adjust to GR 28/2025.

1. Do You Need to Update Your KBLI Codes?

Many existing KBLIs will:

• Move from LR → MR
• Move from MR → HR
• Require additional sector licenses

Companies must check and update their NIB before 2026.

2. Do You Need to Renew or Revalidate Sectoral Licenses?

Sector supervision is tighter for:

• Manufacturing
• Logistics
• Import/export activities
• Digital services
• Health & BPOM categories
• Leasing & financing
• Energy & natural resources

Many licenses issued pre-2023 will require updates.

3. Should You Reassess Your PT PMA Structure?

Some businesses benefit from:

• Splitting regulated and non-regulated activities
• Creating branches for regional operations
• Establishing FTZ entities for import/export
• Consolidating activities under one clean entity

4. Are You Required to Resubmit Realisation Reports (LKPM)?

Reporting is now more strictly enforced.

Companies must:

• Update their LKPM accurately
• Reflect real business activities
• Align investment with risk category

2026 will bring automated LKPM audits.

5. Should You Prepare for an OSS/IBOSS Audit?

Yes — for HR and regulated sectors, random audits are expected in 2026.

Companies should prepare:

• Financial statements
• Staffing records
• Operational SOPs
• Facility documentation
• Import/export data
• Capitalisation records

How Free Trade Zone (FTZ) Companies Should Adapt to GR 28/2025

FTZ operators must ensure:

• Correct FTZ classification in OSS
• HR licensing requirements are fulfilled
• Import/export facilities match declared capacity
• Customs integration is compliant
• Periodic reporting matches OSS filings

FTZ companies will face more inspections in 2026.

How Foreign Investors Should Prepare Now for Indonesia’s 2026 Compliance Environment

1. Be extremely precise in your KBLI selection

Indonesia is eliminating ambiguous business lines.

2. Avoid misaligned shareholding structures

Sector restrictions are being enforced more tightly.

3. Prepare documentation early

Licensing delays mostly occur due to missing data.

4. Expect stricter controls in high-risk sectors

Especially BPOM, logistics, energy, health and education.

5. Plan for OSS reclassification before 2026

Legacy licenses will no longer be grandfathered in.

Conclusion: 2025–2026 Will Redefine How Foreigners Build and Maintain PT PMA Companies in Indonesia

GR 28/2025 is not just a regulatory adjustment — it is the start of a new era of risk-based, data-driven licensing. Foreign investors who plan properly, structure their PT PMA correctly, and prepare early for OSS/IBOSS verification will enter 2026 with a major competitive advantage.