Setting up a company in Indonesia

For foreign investors establishing a company in Indonesia: the PT PMA structure, 2026 capital and tax rules, formation cost, timeline and a step-by-step process with expert advice.
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Company Formation in Indonesia: 2026 PT PMA Guide (Requirements, Cost and Tax)

Setting up a company in Indonesia gives investors direct access to Southeast Asia's largest economy and a consumer market of more than 280 million people. The foreign-owned company type, the PT PMA, is covered below across minimum capital, KBLI business codes, OSS-RBA licensing, corporate income tax, the KITAS work permit and post-registration LKPM reporting.

Accuracy notice: Rates, amounts and regulatory references on this page reflect the position as of August 2026. Capital thresholds, tax rates, official fees and regulations change over time. Verify current figures with OSS, BKPM and DJP before acting.

Contents

Indonesia's Business Environment and Growth Potential

Indonesia is ASEAN's largest economy and ranks among the biggest in the world by purchasing power parity. An archipelago of more than 17,000 islands, a young and rapidly digitalising population and an expanding middle class create strong opportunities in e-commerce, manufacturing, tourism, renewable energy and fintech. Government reform of the investment regime, in particular the OSS-RBA risk-based single-window system, has materially lowered entry barriers for foreign investors.

The country sits inside a single ASEAN market alongside Malaysia, Singapore, Vietnam and the Philippines, which makes regional trade, production and logistics networks accessible from an Indonesian base. Indonesia is also party to an extensive double taxation treaty network, including agreements with Germany, Turkey and most major investor countries, reducing withholding tax on cross-border profit repatriation.

What Is a PT PMA? The Foreign-Owned Company Structure

A PT PMA (Perseroan Terbatas Penanaman Modal Asing) is the foreign-investment limited liability company under Indonesian law. It allows foreign shareholders to hold up to 100% of the shares in sectors that are open to foreign investment, and shareholder liability is limited to the capital subscribed. It is the standard legal vehicle foreign investors use to trade, invoice and employ staff in Indonesia.

Core Structural Requirements

Shareholders, Directors and Commissioners

Under the Indonesian Company Law (Law No. 40/2007), a limited company is established by at least two shareholders, individual or corporate, through a notarial deed. The structure requires at least one director and at least one commissioner. Public companies and entities that collect public funds must appoint at least two of each. Having a resident director simplifies bank account opening and tax administration in practice.

KBLI Business Code and the KBLI 2025 Transition

Every company selects a KBLI code (Indonesian Standard Industrial Classification) that defines its business activity. Foreign ownership caps, investment thresholds and licence requirements all follow from that code, which makes the choice decisive. The KBLI 2025 classification, introduced by BPS Regulation No. 7/2025, went live in the OSS system on 15 June 2026. Existing permits remain valid; new applications convert KBLI 2020 codes automatically, and where one old code maps to several new ones the selection is made manually.

Positive Investment List and Foreign Ownership Caps

Sectors open, partially open and closed to foreign investment are set out in the Positive Investment List under Presidential Regulation 10/2021 as amended by Presidential Regulation 49/2021. Most sectors permit full foreign ownership, while a limited set of strategic activities cap foreign participation or require a local partner. Confirming the status of the intended activity before incorporation prevents licence refusals later.

Can Foreigners Own 100% of a Company in Indonesia?

Yes. In sectors classified as open on the Positive Investment List, a foreign investor may hold the entire share capital of a PT PMA. Because the company form itself requires a minimum of two shareholders, the shares are split between two foreign individuals or corporate entities. Restrictions attach to the KBLI code rather than to the industry in general, and where a company carries several codes the most restrictive cap governs the whole structure.

PT PMA vs PT PMDN vs Representative Office (KPPA)

Foreign investors choose between three vehicles: the foreign-owned PT PMA, the wholly domestic PT PMDN, and the non-trading liaison structure KPPA (representative office).

CriterionPT PMAPT PMDNRepresentative Office (KPPA)
Source of capitalForeign, wholly or partlyEntirely domesticOverseas parent company
Can generate revenueYesYesNo — promotion, market research and coordination only
Minimum paid-up capitalIDR 2.5 billionLower, based on enterprise size classNone
Investment plan thresholdAbove IDR 10 billionNoneNone
Best suited toInvoicing and selling inside IndonesiaLocal partnership or restricted sectorsMarket entry research and representation

Any investor who needs to issue invoices, collect payments and employ local staff in Indonesia requires a PT PMA. A KPPA is limited to representation and market research and cannot earn commercial income.

Advantages of Setting Up a Company in Indonesia

AdvantageDetail
Large domestic marketMore than 280 million consumers and a fast-growing middle class.
100% foreign ownershipFull ownership in sectors open under the Positive Investment List.
Reduced capital thresholdThe 2025 reform cut paid-up capital from IDR 10 billion to IDR 2.5 billion.
Digital licensingOSS-RBA handles applications electronically through a single window.
Strategic locationDirect access to ASEAN markets and the Strait of Malacca trade route.
Tax treaty networkExtensive double taxation agreements, including Germany and Turkey.

PT PMA Requirements and Minimum Capital in 2026

Under Minister of Investment and Downstreaming/BKPM Regulation No. 5/2025, promulgated on 2 October 2025, the minimum paid-up capital for a PT PMA was reduced from IDR 10 billion to IDR 2.5 billion. Article 26(10) states that the amount applies per limited liability company, not per KBLI code — the widely repeated "IDR 2.5 billion per KBLI code" reading is incorrect. The investment plan requirement is unchanged: above IDR 10 billion per five-digit KBLI code per project location, excluding land and buildings.

PT PMA Capital Structure — Three Layers
 
1  Total investment plan — above IDR 10 billion
Calculated per five-digit KBLI code per project location, excluding land and buildings. Wholesale trade is assessed on the first four digits, food and beverage services on the first two digits at a single location, and construction services on the first four digits.
2  Authorised capital (modal dasar)
The ceiling declared in the articles of association. It determines which bracket the incorporation fee falls into.
3  Paid-up capital (modal disetor) — at least IDR 2.5 billion
A per-company minimum. At the Bank Indonesia JISDOR rate of 26 August 2026 (USD 1 = IDR 17,717) this is approximately USD 141,000.
ItemPosition as of August 2026
Minimum paid-up capitalIDR 2.5 billion per company (approx. USD 141,000)
Minimum investment planAbove IDR 10 billion per KBLI code per location (excluding land and buildings)
Minimum shareholders2 (individual or corporate)
Directors and commissionersAt least one director and one commissioner
Registered addressMandatory; a virtual office may qualify where zoning rules permit

USD equivalents vary with the exchange rate and are indicative only. Special economic zones (KEK) may apply different thresholds.

How to Register a PT PMA: Step by Step

PT PMA Registration Roadmap
 
1KBLI code and capital plan
Fix the business code, the permitted foreign ownership ratio and the investment plan.
2Company name approval
Reserve a unique name through the Ministry of Law AHU system.
3Deed of establishment (Akta Pendirian)
Executed before a notary; ministerial approval confers legal personality.
4NIB and OSS-RBA registration
The business identification number is issued and licences follow the risk tier.
5Tax registration (NPWP and PKP)
Corporate tax number, plus VAT registration where turnover requires it.
6Corporate bank account
Capital injection is evidenced through this account; usually the longest step.
7Sector licences and KITAS
Activity-specific permits plus residence and work permits for foreign staff.

Sequence and duration vary with the business code, risk tier and location. Planning the bank account alongside incorporation avoids delays in evidencing the capital injection; our corporate bank account opening service covers this stage.

OSS-RBA Risk Tiers and Business Licences

OSS-RBA classifies activities by risk level and issues a different permit set for each tier. Government Regulation No. 28/2025 replaced Regulation No. 5/2021, introducing binding service-level deadlines per permit type and automatic issuance by the system where the responsible agency misses the deadline.

Risk tierPermit required
Low (rendah)NIB only
Medium-low (menengah rendah)NIB plus a self-declared Standard Certificate
Medium-high (menengah tinggi)NIB plus a Standard Certificate verified by the sector ministry or local government
High (tinggi)NIB plus a licence (izin) and environmental approval

Required Documents

Indonesia Company Formation Cost in 2026

Official components follow published tariffs; professional fees vary with scope and location. Government Regulation No. 30/2026, effective 1 August 2026, reset the incorporation fee according to authorised capital brackets.

ItemAmount (IDR)Type
Incorporation fee — authorised capital 1–5 billion1,500,000Official tariff
Incorporation fee — authorised capital above 5 billion5,000,000Official tariff
Notary and deed of establishment5,000,000 – 15,000,000Market range
Registered address / virtual office (annual)2,000,000 – 15,000,000Market range
Environmental declaration (SPPL) and sector permits2,000,000 – 5,000,000Activity dependent
ITAS/KITAS state fee (one year)3,000,000Indicative tariff
Foreign worker levy (DKPTKA)USD 100 per position per monthOfficial tariff

Non-tariff items are market ranges; the final figure depends on scope, location and the chosen KBLI code. Paid-up capital is not a cost — it is equity injected into the company.

How Long Does PT PMA Registration Take?

For a low-risk KBLI code, legal entity formation, NPWP and NIB typically complete within two to four weeks, with the NIB itself issued in one to two days once the company has legal personality. Activities that need sector or operational licences add a further two to eight weeks. In practice the corporate bank account and KITAS stages generate most of the delay. Having documents apostilled and translated in advance shortens the timetable noticeably.

Indonesia Tax System and Rates

TaxRate (2026)
Corporate income tax (PPh Badan)22% on net profit
Listed company reduction19% for qualifying public companies
Small-business relief (Art. 31E)50% reduction on the portion of income attributable to the first IDR 4.8 billion of turnover, where annual turnover does not exceed IDR 50 billion
VAT (PPN)12% statutory; 11% effective on non-luxury goods and services
Branch profit tax20%, reducible by treaty

The statutory VAT rate is 12%, but under Minister of Finance Regulation No. 131/2024 the tax base for non-luxury goods and services is set at 11/12 of the sales value, keeping the effective rate at 11%. The true 12% applies to goods subject to luxury goods sales tax (PPnBM).

2026 change:Government Regulation No. 20/2026, effective 22 April 2026, restricts the 0.5% final small-business tax regime to individuals, single-shareholder micro companies (Perseroan Perorangan) and domestic cooperatives. Limited companies, CVs and partnerships no longer qualify and are taxed at the standard corporate rate.

Withholding Tax and Double Taxation Treaties

Payments of dividends, interest and royalties to non-residents carry a domestic withholding rate of 20%. Treaty relief lowers this, provided the recipient is the beneficial owner and files a certificate of domicile (DGT form) certified by its home tax authority.

Payment typeDomestic rateGermanyTurkey
Dividends (portfolio)20%15%15%
Dividends (substantial holding)20%10%10%
Interest20%10%10%
Royalties20%10% – 15%10%

Ongoing Compliance: LKPM and Annual Filings

Incorporation is the beginning of the obligation cycle, not the end of it. Every PT PMA must file the LKPM (Investment Activity Report) through OSS on a periodic basis, reporting realised investment and employment figures. Failing to file leads to administrative sanctions that escalate to suspension of the business licence.

Investor KITAS and Work Permits

Foreign directors and employees working in Indonesia need a KITAS, the limited-stay permit. The investor KITAS is available to foreign nationals holding a qualifying shareholding in a PT PMA and can cover the right to work. Employment-based KITAS requires prior approval of an RPTKA (foreign manpower utilisation plan).

Under Government Regulation No. 34/2021, the employer pays the DKPTKA foreign worker levy of USD 100 per position, per person, per month, settled in advance for the RPTKA validity period. For ordinary roles an RPTKA is granted for up to two years and may be extended; temporary work is capped at six months. Government bodies, diplomatic missions and certain social and religious organisations are exempt.

Can a PT PMA Own Land in Indonesia?

Freehold title, Hak Milik, is reserved for Indonesian citizens. A PT PMA can hold property through Hak Guna Bangunan (HGB — right to build and use), Hak Guna Usaha for commercial land, and in defined cases Hak Pakai (right of use). These titles run for fixed terms and are extendable. Villa and hospitality investments in Bali are typically structured on an HGB title registered to a PT PMA, which makes title and zoning due diligence essential before purchase.

Priority Investment Sectors and Bali

Foreign investment concentrates in the digital economy and e-commerce, manufacturing and supply chain, tourism and hospitality, renewable energy, agri-food processing and financial technology. Each sector carries its own KBLI code, foreign ownership ceiling and licensing requirements.

Bali forms a distinct investment cluster around tourism, villa management, food and beverage and lifestyle brands. Zoning rules there are strict, and tourism activities are licensed only on correctly zoned parcels. Jakarta is the hub for finance, technology and wholesale trade, while Sumatra and Kalimantan attract natural resources, palm oil and agricultural investment.

Investors comparing regional options can also review our guides on company formation in Singapore, company formation in Malaysia and Labuan offshore companies.

Common Mistakes and Nominee Risks

Setting Up POS and Payment Infrastructure

A PT PMA can obtain virtual or physical point-of-sale facilities in Indonesia. Once incorporation is complete, applications proceed with local banks, payment processors and licensed fintech providers, which assess the company's legal standing, the business activity registered under its NIB and its financial history. The QRIS national QR standard is widely adopted and simplifies collection for retail and food service operators. Businesses planning cross-border collection can review our global virtual POS and payment systems solutions.

The Right Roadmap for Company Formation in Indonesia

Three decisions determine whether an Indonesian entry runs smoothly: a KBLI code that accurately describes the activity, a financial plan that satisfies paid-up capital and the investment plan as separate tests, and bank account, tax registration and KITAS steps run in parallel with incorporation. The 2025 capital reform lowered the entry threshold, and the 2026 OSS and fee regulations have made the process more predictable.

At the same time, the KBLI 2025 transition, higher incorporation fees and the removal of limited companies from the final small-business tax regime have made a portion of pre-2025 guidance obsolete. Planning against current regulation shortens the application cycle and removes the cost of restructuring later. World Company Setup manages the process end to end, from KBLI analysis through NIB, NPWP, banking and KITAS.

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References

Building the Right Structure for Market Entry in Indonesia

Indonesia sits at the centre of regional growth plans with ASEAN's largest domestic market and a rapidly digitalising consumer base. A correctly chosen KBLI code, a realistic capital plan and bank account, tax registration and KITAS steps run in parallel with incorporation keep time and cost losses to a minimum in the first year.

End-to-End Support for PT PMA Formation

KBLI analysis, name approval, deed of establishment, NIB and OSS-RBA registration, NPWP, corporate banking and KITAS applications are coordinated by a single team. Planning against current regulation shortens the application cycle and removes the cost of restructuring later.

Frequently Asked Questions and Answers

<p>Under Minister of Investment/BKPM Regulation No. 5/2025, promulgated on 2 October 2025, minimum paid-up capital fell from IDR 10 billion to IDR 2.5 billion. The amount applies per company rather than per KBLI code and equates to roughly USD 141,000 at the August 2026 exchange rate. The investment plan requirement remains above IDR 10 billion per five-digit KBLI code per project location.</p>

<p>Yes, in sectors classified as open on the Positive Investment List. The permitted ratio follows the chosen KBLI code and the rules set out in Presidential Regulations 10/2021 and 49/2021; a limited number of strategic activities cap foreign participation or require a local partner. Because the company form requires at least two shareholders, the shares are split between two foreign individuals or entities.</p>

<p>The standard corporate income tax rate (PPh Badan) is 22% and applies equally to domestic and foreign-owned companies. Qualifying listed public companies pay 19%. Companies with annual turnover up to IDR 50 billion receive a 50% reduction on the portion of taxable income attributable to the first IDR 4.8 billion of turnover. Regulation No. 20/2026 removed limited companies from the 0.5% final small-business regime.</p>

<p>For a low-risk business code, legal entity formation, NPWP and NIB typically complete within two to four weeks, with the NIB issued one to two days after the company obtains legal personality. Activities needing sector licences add two to eight weeks. Corporate bank account opening and KITAS are the stages where delays most often occur.</p>

<p>The NIB (Nomor Induk Berusaha) is the company's single business identification number and also evidences its authority to operate. OSS-RBA is the risk-based online single-window licensing system. Low-risk activities need only the NIB; medium risk adds a Standard Certificate and high risk requires a licence plus environmental approval. Regulation No. 28/2025 introduced automatic issuance where the agency misses its deadline.</p>

<p>Official items follow published tariffs: from 1 August 2026, Government Regulation No. 30/2026 sets the incorporation fee at IDR 1,500,000 for authorised capital of IDR 1-5 billion and IDR 5,000,000 above IDR 5 billion. Notary and deed costs run IDR 5-15 million and a registered address IDR 2-15 million a year. Paid-up capital is not an expense but equity injected into the company.</p>

<p>Freehold title (Hak Milik) is reserved for Indonesian citizens. A PT PMA can hold property through Hak Guna Bangunan (right to build and use), Hak Guna Usaha for commercial land and, in defined cases, Hak Pakai. These titles run for fixed, extendable terms. Villa and hospitality investments in Bali are typically structured on an HGB title registered to a PT PMA.</p>

<p>The LKPM (Laporan Kegiatan Penanaman Modal) is the periodic investment activity report submitted through OSS, covering realised investment and employment figures. It is mandatory for every PT PMA. Missing filings lead to administrative sanctions that escalate from warnings to suspension of the business licence.</p>

Written by Int. Finance & Tax Consultant · ·

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