Shareholders of a PT PMA
Before a PT PMA can be established, there must be at least two shareholders, of which one must be the president director while another must be the president commissioner. for the establishment of a PT PMA. At least one of the shareholders must either be a foreign individual or foreign legal entity. The president director must be someone who resides in Indonesia so that all daily activities can be managed.
Deed of Establishment
Before a PT PMA may be set up in Indonesia, there must be a deed of establishment which is to be legalized by a public notary. The deed of establishment contains the PT PMA’s Articles of Association, the personal details of each individual shareholder, information about each shareholder which is a legal entity, the personal details of each member of the Board of Directors and Board of Commissioners, and the number and nominal value of the shares held by shareholders.
Minimum Capital Requirements
Prior to the establishment of a PT PMA, a foreign company owner must comply with the existing minimum capital requirement. The current minimum requirement is 10 billion rupiah or an equivalent amount in foreign currency. The Indonesian government believes that this requirement is suitable for attracting major international companies while at the same time protecting local small and medium-sized enterprises (SMEs). The paid-up capital requirement is normally at 25% of the minimum capital requirement.
PT PMAs may sometimes be established without the need to transfer the paid-up capital to an Indonesian bank account. The shareholders of the PT PMA may choose to sign a Capital Statement Letter for such a purpose. However, this is not possible for PT PMAs in the financial services sector.
Advantages of a PT PMA When Compared to Other Business Entities
Foreign companies in Indonesia which are PT PMAs receive many benefits. PT PMAs are allowed to become a completely foreign-owned limited liability company. They may also be established as limited liability companies through joint ventures with Indonesian partners. Those who own a PT PMA will have complete control of all business activities. The amount of tax to be paid as well as import duties are lower for PT PMAs when compared to those of other business entities. PT PMAs are also allowed to sponsor many foreign employees.
Rights of a PT PMA Owner
The owner of a PT PMA may at any time begin conducting business activities with the same rights and responsibilities as those of any local company. The owner may also apply for business licenses in order to conduct business activities in Indonesia, join and participate in any tender in Indonesia, and secure a business entity in Indonesia which may either hold foreign capital directly or have foreign entities as some of its shareholders.
Dissolution of a PT PMA
In certain situations, a PT PMA will have to be dissolved. There is a specific process which must be followed for the proper dissolution of a PT PMA. This process includes several important steps. The first of these is the submission of a notification to a creditor as well as the Minister of Law and Human Rights. Within 30 days of the date of the dissolution of the PT PMA, the liquidators must notify all creditors of the PT PMA’s dissolution by announcing the matter in newspapers as well as the State Gazette of the Republic of Indonesia. They must also inform the Minister of this matter so that the dissolution of the PT PMA will be recorded and registered, thus putting it in the official state of liquidation. The date of the dissolution of the PT PMA is either the date of dissolution through a general shareholders’ meeting (GMS) or a legally binding court decision, depending on which method is used to dissolve the PT PMA. Liquidators who do not comply with this step will cause the dissolution to become non-binding on third parties. It will also cause the liquidator to become jointly and severally liable with the PT PMA for losses incurred by any third parties.
Once this step has been completed, creditors are to file their claims. Creditors may file their claims within the 60-day period which starts from the date of the announcement regarding the dissolution of the PT PMA in newspapers as well as the State Gazette of the Republic of Indonesia. Liquidators are then to report the liquidation results to either the GMS or the court; however, should the liquidation process be conducted by a receiver, the receiver is to report the liquidation results to a supervisory judge. Once the GMS, court, or supervisory judge has ratified the results of the liquidation results, a notification of the liquidation results is to be sent to the Ministry of Law and Human Rights. These results are to be announced in a newspaper within 30 days from the date of the ratification of the liquidation results.
Once all ratifications, announcements, and notifications have been completed, the Minister is to record the expiration of the PT PMA’s legal entity status and remove its name from the Companies Registry. The process of dissolution ends when the Minister announces the expiration of the legal entity status of the PT PMA in the State Gazette of the Republic of Indonesia.