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Indonesian Business Entities

Posted 28.05. 2014 by Nurmia Agustina / Last update on 20.04. 2017

Indonesian Business Entities Review by Michal Wasserbauer on 28. 5. 2014 Company Registration in Indonesia, Market Research in Indonesia, Work Permit in Indonesia, Product Registration in Indonesia, Local Partner Selection in Indonesia, Trade Mission in Indonesia, Company Formation in Indonesia, Company Establishment in Indonesia, Company Set Up in Indonesia, Payroll Outsourcing in Indonesia, Tax Reporting in Indonesia, Medical Product Registration in Indonesia, Medical Device Registration in Indonesia, Cosmetic Registration in Indonesia, Food Supplement Registration in Indonesia.
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Indonesia offers many opportunities to foreign investors. The Indonesian government has recognizes the significant role foreign investors can play in the growth and development of the business sector and the national economy.

Continuing deregulation and reduction in bureaucracy is creating a wider range of investment activities for foreign investors. In addition, Indonesia is rich natural resources, large human resource pool and strategic geographical position offer further investment incentives. Recent legal initiatives that allow for more streamlined investment procedures are evidence of Indonesian policy objectives to address some investor concerns. Further progressive measures taken to attract foreign investment include tax concessions, regional incentives, industry incentives and free trade areas.

Below are the types of business entities in Indonesia:

1. State Owned Company (BUMN)

State -owned Company is a business entity whose capital is wholly or partly owned by the government. There are two types of BUMN in Indonesia right now, namely Perum and Persero;

a. Public Company (Perum-Perusahaan Umum)

A Perum is not oriented toward public service but toward profit. Employee status is civil servants. Several Perums were still losing money, so the government was forced to sell some shares to the public (go public) and change its status to Company Limited.

The characteristics of public companies (Perum) are, among others:

  • An ultimate goal of serving the public interest as well as seeking profits
  • State-owned capital with proceeds derived from loans
  • Led by directors
  • Has a state facility
  • Employees are employees of state enterprises
  • Moves on vital business
  • Has a socioeconomic function
  • It is a legal entity and may prosecute or be prosecuted under civil law

An examples of a company that is a business entity liability company is Perum Damri

b. Liability Company (Persero)

Liability Company is one that has all of its capital in the form of stock. The company is managed by a professional team. Typically, these companies put shares into the stock exchange to be traded. The main purpose of a Persero is to gain profit and to provide services to the public. Founding capital is derived partly or wholly from state assets that are separated in the form of shares.  (Here you can read about how to establish liability company in Indonesia)

Here are the traits of a Liability Company (Persero):

  • The main objective is profit ( Commercial )
  • Capital is partly or entirely derived from the wealth of a country that offered the stocks
  • Led by directors
  • Employee status is private employees
  • The business entity is written as  PT (name of company) (Limited)
  • Not obtained through the state

Examples of companies that are liability companies include: PT Garuda Indonesia ( Persero ), PT Angkasa Pura ( Persero )

2. Private Owned Company (BUMS)

A Private Owned Company is established and financed by a person or group of people. There are three forms of BUMS, namely Firma (Fa), Commanditaire Vennootschap or CV, and company limited (PT).

a. Firma (Fa)

The firm is a business entity established by two or more persons. Each of the members is solely responsible for the company’s obligations. The establishment of a firm is done by executing an agreement deed before a notary. The agreement shall contain the name of the founder of the firm, the profit distribution, as well as the terms for the beginning and the termination of the agreement.

Firm characteristics include:

  • Formed between two or more people using a shared name
  • Responsibility of member firms is not limited
  • Capital obtained is from the submission of some or all personal property

The benefits of a firm are:

  • Easy to establish
  • Greater financial capability
  • Every decision is made jointly making better decisions possible
  • Clear legal status
  • Division of labor among member in accordance with skills and expertise

Disadvantages of a firm are:

  • The existence of unlimited liability for the debts of the company
  • Continuity of a firm is less reliable because if a member is released, the firm is disbanded
  • Internal conflict, namely tension between members,  can threaten the survival of the company.

b. Commanditaire Vennotschap – CV

The CV is an enterprise that is established by two or more persons as partners, either active partners or silent partners. Active partners are those that provide capital as well as run the business, while silent partners are those who provide venture capital. Active partners have full responsibility for all the company assets and liabilities, and silent partners are responsible only for the capital paid. The procedure for establishing a CV is the same as establishing a firm.

The characteristics of a CV include:

  • Formed between one or more people who provide capital and/or run the business
  • Consists of silent partners and active partners
  • A silent partner is the person who provides capital and does not manage the company
  • An active or general partner is the person who runs the company
  • The responsibility of silent partners is limited to capital invested

The advantages of a CV are:

  • Easy to establish
  • Can amass large amounts of capital
  • Ability to get more credit
  • Greater expansion opportunity
  • Management can be verified

The disadvantages of a CV are:

  • Responsibility is not limited for the general partners
  • Survival of the company is less reliable
  • It is difficult to pull back its investment

c. Company Limited (PT)

A PT is a business entity whose capital is divided into stocks (shares). The responsibility for liabilities/debt for the company is limited to the owners of holdings. There are two types of limited companies, namely a closed PT and an open PT. A closed PT is one whose shareholders are limited,  for example among families. An open PT (often called PT going public) is a PT whose common shares are sold to the public.

The characteristics of a limited company (PT):

  • Main goal is profit
  • Have commercial and economic functions
  • Not obtained through the state
  • Led by directors
  • Employees’ status is private
  • The government is a shareholder
  • Business relationships are governed by civil law

The advantages of a PT include:

  • Limitation liability for company debts
  • Company’s survival is guaranteed
  • Stock ownership can be limited to a particular group
  • Shares are traded easily
  • Easy to attract capital from the public

The disadvantages of a PT include:

  • Relatively high establishment cost
  • Must make tax reports to the government
  • Have no effective means to protect the interests of shareholders
  • Need a special permit to open

(Here you can read more about how to establish a Liability company in Indonesia)

Cekindo registers  several foreign-owned companies every month and our legal team is ready to assist you!

Feel free to contact us for a free quotation in company formation in Indonesia.



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