For companies seeking access to the capital market, an Initial Public Offering (“IPO”) is one of the conventional routes to becoming a public company and listing its shares on a stock exchange. However, another corporate strategy that may be considered is a Reverse Takeover (“RTO”)…

Many business founders, including foreign investors setting foot in Indonesia for the first time, are drawn to virtual offices as their company’s registered address. The cost is far lower than renting physical space, particularly in the early stage when operations haven’t fully kicked off. The question that follows, and one often only realised once the incorporation process is already underway…

Indonesia’s mining sector continues to undergo significant regulatory developments aimed at strengthening governance, enhancing transparency, and promoting fair competition. One of the latest developments is the issuance of Minister of Energy and Mineral Resources Decree No. 365.K/MB.01/MEM.B/2026 (“MEMR Decree 365/2026”)…

Foreign investors commonly fund their Indonesian subsidiaries through shareholder loans rather than additional equity. While this structure can provide flexibility and, subject to applicable tax rules, allow interest expenses to be deducted for income tax purposes, excessive reliance on debt can create tax and corporate issues…

For companies employing Foreign Workers (“TKA”) in Indonesia, compliance is not limited to having the required work and stay permits. Companies also need to ensure that the TKA’s position, work location, employment period, and other relevant information remain consistent with the documents supporting their employment…

A distribution agreement may come to an end, but a distributor may not immediately stop using the principal’s brand. A former distributor may continue displaying the principal’s logo, using its trademark on websites or social media, distributing promotional materials, or representing itself as an authorized distributor…

Liquidated damages are damages or compensation whose amount has been agreed and determined in advance by the parties in a contract before the agreement is signed. Such amount becomes payable by the party in breach of the contract (wanprestasi), commonly as a result of a delay in completing the works. Under Articles 1239 and 1243 of the Indonesian Civil Code liquidated damages may be understood as a form of compensation determined and agreed upon by the parties from the outset of the contractual relationship…

For foreign investors holding shares in an Indonesian PT PMA, the ability to bring profits back to their home country is an important consideration. In principle, Indonesian law permits investors to transfer and repatriate investment-related funds, including capital, profits, dividends, interest, royalties, and proceeds from the sale or liquidation of an investment…

When entering a business partnership, founders and investors may assume that the Articles of Association (“AoA”) provide sufficient protection for their respective interests. In practice, however, the AoA primarily addresses corporate matters required under Indonesian law and may not fully capture the commercial arrangements agreed between shareholders…

Human Rights Due Diligence (“HRDD”) is becoming an increasingly important aspect of corporate compliance in Indonesia. Broadly, HRDD refers to a process through which businesses identify, assess, prevent, mitigate, monitor, and address actual or potential adverse human rights impacts arising from their operations and business relationships…